Ultimate Spider-Man: The Phantom
by Aferus
Summary: A S.H.I.E.L.D. base containing vital secrets goes dark, and so Spider-Man and his team are assigned to investigate. Amongst the darkness, a former agent of S.H.I.E.L.D. named "Phantom" emerges, and a plot to take down the entire organization is revealed. While trying to discover the truth behind this mystery, Spider-Man also develops a relationship with White Tiger.
1. Chapter 1 - A Special Assignment

**Disclaimer: **I do not own the Ultimate Spider-Man™ series, Ultimate Spider-Man™ is a sole trademark of Marvel Animation Studios.

**Author's Note: **This story is pure fiction, and the Phantom is not an actual superhero within the Marvel universe, he is a character I created to make an interesting storyline within the Ultimate Spider-Man series. It's a spread out story that takes place shortly after the last episode in Season 2 of the cartoon series. Phantom himself will take the role of a special character in the history behind S.H.I.E.L.D. and in my opinion; the story will solidify every right for Spider-Man to consider joining the Avengers, even after the events in "Ultimate". Comments and reviews are appreciated, and I will be updating the story as it goes along. Thank you and enjoy :)

**Chapter 1: A Special Assignment**

Spider-Man swings through the city of Manhattan, shooting webs and slinging from building to building on a cool Friday night after school.

**Life as Spider-Man? Not as easy as you think. I'm Spider-Man, the web-crawler around these streets of New York. I'm a super awesome superhero, web-slinger, S.H.I.E.L.D. agent, and normal everyday student at Midtown High. I have an impressive team, who has stood for me since the day I met them. **

**There's Luke Cage, known to us as Powerman, a great big fellow, with indestructible skin and superhuman strength. He's a reasonable guy, who knows when to stand up for the things he feels is right. **

**There's Danny Rand, also known as Iron Fist, proclaimed King of K'un-L'un, and wields the Iron Fist, a powerful concentration of his chi. He's an expert martial artist and a philosophical friend, who gives fortune cookie advice. **

**Sam Alexander, Nova, the bucket-head king of cooking and galaxy trekking. Not exactly the coolest guy to be around, but despite his obnoxiousness, he's a great superhero and a loyal friend. But I'd never tell him that, it'd get to his head. **

**And last, there's Ava Ayala, White Tiger, a great friend, a dedicated student, and a true realist. She won't hesitate to tell you what's on her mind, and although sometimes she takes things for granted, she truly cares for us as a team. She really is—**

"Spider-Man, come in." the communicator rung, displaying a dark skinned, bald man with an eye patch.

**And that's Nick Fury, director of S.H.I.E.L.D., the Strategic Homeland Intervention, Enforcement, and Logistics Division.  
**

"What is it, Nick? It's Friday and you know us teenagers have to.."

"Never mind that, Spider-Man. Report to the helicarrier as soon as possible! Something has come up, and I'll need the team on this assignment." Fury told him sternly.

"Oh, all right, but you owe me for taking away my Friday night." Spider-Man sighed.

Without a word, Nick Fury hung up the communicator.

**Yep, He owes me big time for this.**

Shortly after, Spider-Man swung up to the helicarrier, the massive ship flying in the skies over Manhattan, having withstood many battles and one destruction, its existence is both a representation and demonstration of S.H.I.E.L.D.'s power. He swung into one of the doorways on the top deck, and walked through the metallic corridors to head towards the main conference room. Several agents were walking around with documents in their hands, looking busier than normal, and seem to be in a rush.

**I wonder what happened this time, Goblin sighting perhaps.**

As he entered the conference room, the rest of his team was already sitting down, with Nova pacing around the room.

"I hate waiting for these assignments, especially when it's on a Friday." Nova complained.

"Hey look, it's webhead." Powerman greeted his friend. The others looked at Spider-Man.

"What's going on, team?" Spider-Man asked them, crossing his arms.

"Not too sure, the whole ship seems real busy today, everybody's up to something." Powerman told him, curious while agents were still walking about in the corridors.

"Yeah, and nobody wants to tell us what's going on, not even Coulson." Nova nagged.

"He wouldn't tell us, it's not like we're on a need to know basis." Tiger added.

"I guess we'll find out soon enough." Spider-Man told them confidently.

Suddenly, Director Fury walked through the conference doors, the tall man looked more stern than usual today, but a look of concern dashed across his face.

"Good, you're all here, then it's about time we discussed what we're up against." Fury paced around the room, dimming the lights and directing everyone's attention towards the hologram in the middle of the table.

"Goblin sighting?" Spider-Man blurted out.

"No, something else." Fury displayed a projection of a building in the middle of a jungle-like oasis. The building had S.H.I.E.L.D.'s insignia engraved on the front of it, while most of the facility remained hidden within the thick of the jungle.

"This is one of S.H.I.E.L.D.'s base of operations located deep within the Amazon rainforest, we maintain covert training sessions there while also keeping an archive of information vital to both national security and international diplomacy." Fury explained.

"Why would you build something like that in the middle of the Amazon?" Tiger asked curiously.

"We figured it was too dangerous to build it anywhere else, it's located in a section that's environmentally hidden and physically impossible to access without the right coordinates or directions." Fury responded.

"So what's the problem?" Nova asked, crossing his arms. "Did it fall under attack or something?"

"We don't know. We lost communications with the base less than 24 hours ago, we've sent agents there to investigate but nothing has returned."

"Sounds like something you could send Iron Man or Captain America to investigate for themselves." Spider-Man told him blatantly.

"I don't want to bother them with something that might not even be as major of an issue than it is, I'd like for you all to consider this as a good field exercise." Fury explained to them.

"I feel as though you feel it is more than what we should know." Iron Fist spoke out.

"I agree." Tiger added.

The director looked out at the agents walking by the conference room with documents and folders. He sighed and looked back at the team, who obviously knew something was up.

**Bet this is the work of Goblin or the Beetle.**

"I'm not sure of what I know, I'd like for you five to investigate the facility first and see what is going on, and try to search for any S.H.I.E.L.D. personnel. I'll make sure your responsibilities here are taken care of while you are off, good luck to you five." And with that, Fury left the conference room.

**Well that was short-lived, it seems like he's hiding something, but that just means we better be careful of who or what we might encounter in the Amazon. **

"Look on the bright side guys; at least we get to visit the AMAZON!" Nova cheered on.

"Amusing, I've never been that far into South America." Iron Fist agreed.

"Guys, this isn't a vacation, I'm genuinely concerned as to what we might find down there." Tiger told the group.

"Come on Tiger, we can't give up on an opportunity either." Powerman agreed with the others. "Spidey, what do you think?"

"I'm with Tiger on this one guys, I think we should be careful when we head down there, it doesn't sound too good." Spider-Man told them.

"Alright, we'll play it safe, but I'm telling you webs, it's probably nothing. Fury over exaggerates everything." Nova told Spider-Man confidently.

**Although that may be true, it still doesn't explain why Fury was acting so weird about it.**

They embarked off the helicarrier onboard one of their aircraft, and set the craft on auto-pilot en-route to the secret base in the Amazon.


	2. Chapter 2 - No Man's Task

**Chapter 2: No Man's Task**

About a few hours into the flight, Spider-Man tried speaking to the others to see their opinions on the mission.

"Hey Iron Fist, what do you think we'll find in the Amazon?" Spider-Man asked the meditating Iron Fist, who was lost in his thoughts.

"Patience, my friend, expect the unexpected." Iron Fist spoke calmly.

**Well, that sure helps.**

"What about you, Powerman? What do you think about the mission?" Spider-Man asked, but caught Luke sleeping in his pilot seat.

**Figured. **

"Nova? What do you think about the mission?" He turned to Nova, who was busy in his video games.

"Don't worry about it webhead, like I said, it's probably nothing!" He angrily told him as he shifted his handheld device around as if he were flying it.

**Why did I even ask him?**

"Tiger, what do you think about the mission?" He turned towards the sensible one, but she was staring outside into the landscape of the region.

"I haven't been here in a while, and the last time I was here, I was with… my father." She sadly spoke.

"I'm sorry." Spidey sympathized.

"It's fine, don't worry about it." She turned to face him, "I'm not sure what we'll expect, I did some research on the flight though. It turns out the facility is really old, older than Fury maybe. It's only recent that S.H.I.E.L.D. established their presence there. It's for jungle warfare training and other specialities, the significant part about the base however, is the S.H.I.E.L.D. archive, containing records and information on every S.H.I.E.L.D. agent, including us." Tiger explained.

**That's comforting.**

"Sounds a lot like something Deadpool would try to break into." Spider-Man told her, remembering that time he encountered him.

"The archive is heavily secured of course, but it also contains government secrets, information that could affect 'international diplomacy'." She continued.

"Such as?"

"Let's admit, S.H.I.E.L.D. does a lot of secret missions nobody knows about. Secrets that have been discovered or known about are kept locked away, especially under an organization like S.H.I.E.L.D." Tiger told him.

"I see, I guess we'll have to see what happens." Spider-Man told her.

"Agreed, start getting everyone else ready, we're almost there." She told him, and he quickly went to tell everyone to ready up.

* * *

As they approached their location, the craft descended over a sea of lush green jungle, the night was dark, and so they stealthily tried to approach the facility that was barely visible behind the mountains of green.

"There it is." Iron Fist pointed out.

The S.H.I.E.L.D. insignia visible on the side of the facility, it was heavily covered in the overgrowth of the vines from the jungle around it. They could make out dark figures on the top of the facility, watching them from afar.

"Agents?" Nova asked, as if expecting an answer as they grew close.

**Wait, they look strangely familiar, those masks, wait, it's Task-**

"Well, well, well, it was about time S.H.I.E.L.D. sent a more formidable opponent." Taskmaster appeared on their screen.

"Taskmaster!" they were all surprised.

"What are you doing here?" Spidey demanded. Taskmaster chuckled.

"Deadpool didn't do his part of delivering the information I asked for the last time around, so I went after the one place that had everything I wanted. S.H.I.E.L.D. did their best to keep this base a secret, but I didn't have to go far to discover its whereabouts. You're too late, once I access the archives; I'll have what I need." Taskmaster maniacally laughed. "Not that it'll be any worry for you longer." And with that, the turrets on the base began shooting at them.

They tried to dodge the laser beams that shot their way, but one of beams shot their wing, and they began to descend rapidly into the jungle.

"Hang on everybody!" Powerman shouted as the craft plunged into the jungle canopy. Suddenly, it crashed onto the floor.

**Ow, that hurt.**

Waking up from blackout, Spider-Man could only hear someone's voice on his communicator. He was still in his seat but flames were all around, the wreckage of the craft was everywhere. He tried to find his teammates around him, but his vision was blurry.

"Spider-Man" he heard someone whisper in his head. He snapped into full consciousness.

"What, where am I?" He got out of the seat and out of the wreckage. "Nova? Powerman? Iron Fist? Tiger?" He cried out but nobody answered.

"Spider-Man." His communicator beeped. He looked at his wrist, and there was static on the screen.

"Nova? Is that you?" He asked to the communicator.

"No." the communicator beeped.

"Who is this?" he asked as he walked around the wreckage looking for his friends.

"Where are you?" the communicator asked.

**Okay, it must be Iron Fist or someone, the signal must be broken. **

"I don't know, I'm next to some wreckage with fire, but we left a trail of debris in the jungle." He told the communicator. "We sure took a hard landing."

"Taskmaster's agents are closing in on your position, find whoever is alive in your team and rally them up, I'll be there soon." The communicator signed off.

**Your team? Wait, who was that? **

"Hello? Who is this?!" he asked, but the person had turned off his communicator as well.

He trekked along the trail of fire that the craft left. He turned on the night vision in his mask to see better, and saw a familiar blue aura floating around deeper within the jungle.

**Nova. **

He shot his web to sling into the forest, and caught up to the blue aura, it was Nova trying to pry Powerman out of his seat, he had landed into the thick of a jungle tree.

"Webs!" Nova saw him. "Help me out here!"

Spidey swung up and tried getting Powerman out of his seat; he was knocked out from the crash, so they shifted his weight forward, and ripped the straps out to get him off. Powerman fell hard on the ground. They dropped down to the ground and sat him up next to the tree.

"Where are the others?" Spider-Man asked Nova.

"No clue, it was a crazy landing we took webs, we need to find everybody else though."

"Gotcha, but hey, did someone else try talking to you through your communicator?" Spidey brought up the person to Nova.

"What do you mean?"

"Somebody talked to me on my communicator. It wasn't Fury or any of us, he said Taskmaster's agents were closing in and that he was on his way." Spidey explained.

Nova shrugged.

"Could be a S.H.I.E.L.D. agent, whoever it is, if they're help, we could use it." Nova looked through the jungle brush and saw Iron Fist lying down on the ground next to more wreckage.

"There's Iron Fist, I'll go get him, and you go find White Tiger. I think she landed back there." Nova pointed to behind them.

Spidey looked towards the direction, and shot his web up to the trees once more to search for Tiger. He heard the rustling of leaves in the distance, suspecting it was Taskmaster and his agents.

**I got to hurry; no telling what Taskmaster is going to do if or when he finds us. *Gulp* Hope it doesn't come down to that! **

He found another pile of wreckage, but it was in flames all over, out in an open mist in the jungle.

"Tiger?" he called out into the mist of the debris, but nobody called back. He swung around to get a larger view of the area, but saw nothing.

**Gosh, I hope she's okay. **

"Tiger?!" He cried out again, and heard her grunt behind the trees. He swung towards where he heard her, and found her crawling out of the wreckage.

"Tiger!" He ran to help her.

"Spider…" She gasped.

"Don't worry I got you." He came to her side, and saw her lower side covered in red, the glass from the aircraft had cut into her.

**Oh no. **

He tried to treat it by removing the shards of glass stuck, but she screamed in pain and slapped him across the face.

"What?!" He crossed his arms, having tried to help.

"It'll only hurt more! I'll bleed to death here if you take them out! Did you not learn anything in med class?!" She asked him in anger.

**Well, she can't say I didn't try to help.**

"Do you want me to die or something?!" She then asked him.

"No but.." Spidey frowned. "Just want to help."

She sighed.

"Just pick me up.." she softly told him.

He slowly picked her up, and started to carry her back to the others.

"Where is everyone?" She asked, trying to catch her breath.

"Nova just gathered up Powerman and Iron Fist, we all took a pretty hard landing." He explained to her.

"No kidding."

He heard rustling in the woods again, but it sounded closer. He laid Tiger down on the ground, motioning her to stay quiet.

"What are you doing?" She whispered.

"I hear something." He whispered back as he walked towards the sound.

"Don't leave me here!" She whispered loudly.

"I'm not." He whispered back, shaking his head as he turned around.

**Heh, wouldn't she like me to stick around longer.**

Suddenly, the rustling stopped, and it turned dead silent. He looked around, and saw nothing. He backed up but felt his head come up against an object.

"Not a single move, Spider." He could hear Taskmaster's recognizable voice.

**Crap.**

He slowly turned to look down the barrel of Taskmaster's laser pistol, while accompanied by a dozen or so of his goons, they took Tiger and kept her restrained.

"Don't you dare hurt her!" Spider-Man yelled at them.

"You won't do a single thing." Taskmaster let out a small chuckle. "Director Fury made a mistake sending you five here, a mistake that you'll all pay dearly for."

"What are you doing here, Taskmaster?" Spider-Man questioned him.

"We'll talk about that later once we're back in the facility, I've decided to hold you all ransom for Fury to give up his encryption codes to the base's archive." Taskmaster informed him.

"So just cause Deadpool wouldn't give them up to you, you decided to come after the place where all of it was held, why? Who are you working for?" Spidey tried to find a way to disarm him, but risk Taskmaster anticipating his move.

"My motives are my own, Spider-Man. You don't see it, but S.H.I.E.L.D. has wronged more of their own than anyone else in this world. It's time it all stopped, and S.H.I.E.L.D. be brought to their knees." Taskmaster explained to him.

"You won't succeed."

"I was not looking for your approval. Now, Captain, radio the rest of our team at the base and let them know we've captured the intruders." Other agents had captured Nova, Powerman, and Iron Fist and brought them over to where the rest were.

"Let go of me you stupid, skull looking freaks!" Nova squirmed.

**Leave it to Nova to continue fighting it. **

Taskmaster's captain was trying to radio the others but it looked like he was having trouble with his radio.

"Taskmaster, I can't contact them. There's static in the frequency." The captain informed Taskmaster minutes later.

**Oh thank god, I'm not the only one with bad signal here.**

"What? How can that be true? The signal is good." Taskmaster checked his own radio. "Wait a minute, someone is interfering it." Taskmaster looked at Nova.

"Hey, don't look at me; I'm not able to do that." Nova told them.

"Well then who…" Taskmaster looked around the jungle, there was rustling all around.

"Taskmaster." One of the agents called him over, and pointed to something in the trees. He motioned his men to aim towards there.

"Shoot him." Taskmaster called, and they all fired at once towards the trees, scaring all the wildlife and scattering them about.

**What the heck are they shooting at? **

"What are you firing at?" Spidey asked Taskmaster.

"He's over there!" one of the agents called and started to shoot another direction, but walked into a trap that caught a rope around the agent's leg and pulled him up into the trees, he was screaming all the way up.

"What the hell?! You! Go after him!" Taskmaster ordered another agent.

"I can't see him!" The agent squirmed. Suddenly, a figure swooped down and took down a number of agents hand-to-hand.

**What the? Who the heck is this guy kicking butt? All my teammates are down, I'm cornered with Taskmaster, but someone else is saving us? I wonder who!**

Taskmaster pointed his gun at the attacker, giving Spidey enough time to attack him from behind and disarm him, but Taskmaster quickly caught on to Spidey's tactics again, and anticipated each punch as Spidey tried attacking him with. However, Spider-Man lucked out on a kick, and threw Taskmaster back onto the ground, next to his gun.

Taskmaster quickly picked it up and aimed it at Spider-Man, standing up. But as he looked around, all his agents had disappeared, and it was just him, Spider-Man, and the team, who now released, was all ready to attack Taskmaster. All except for White Tiger, who was still wounded.

"Nowhere to run, Taskmaster!" Powerman told him.

"Impossible, but who.." Taskmaster lowered his weapon.

A figure landed behind him, and Taskmaster turned around to face him. He was tall, hooded, and his wrists glowed an electrical blue.

"We meet again, Taskmaster." The shadowed man spoke.

**Whoa, either this is some S.H.I.E.L.D. agent Fury didn't tell us about, or a really intimidating enemy we're about to face!**

"Phantom, I should've known." Taskmaster gripped his pistol, ready to fire again.


	3. Chapter 3 - Friend or Foe?

**Chapter 3: Friend or Foe?**

"Fury kept you locked up in there didn't he, to keep you away from the world?" Taskmaster threateningly said to the hooded figure he referred to as "Phantom".

"He did." Phantom spoke back. His voice was shallow, as if his voice was part of the wind itself, speaking to the entire forest. "You will not harm them."

**Them? I'm hoping he means us!**

"I'm here for the archive." Taskmaster told him, stepping up to him. "Nothing more."

"You won't succeed." Phantom told him.

"Then I'll finish Fury's job for him!" Taskmaster raised his gun up at Phantom and shot, but the figure had disappeared into thin air, but Taskmaster was knocked back onto the ground.

"Maybe we should help?" Nova asked the team.

**Hmm, that'd be a good idea, even though I'm not completely sure we should trust this other guy just yet. **

"Good idea, Powerman, make sure Tiger is okay, we'll handle this!" Spider-Man ordered him.

"Alright, alright." Powerman ran to White Tiger's aid.

They turned to face Taskmaster, who got back up and rearmed his gun.

"You can't keep hiding, Phantom, come out!" Taskmaster kept shooting in all directions; the team had to take cover to avoid getting hit.

Spidey peeked over from the corner of a tree, and saw Phantom reappear out of nowhere in front of Taskmaster, knocking the gun out of his hand, and begin to fight him head on.

**No! Doesn't he know Taskmaster will imitate his techniques and use it against him?**

"It appears Taskmaster is having trouble beating this Phantom." Iron Fist pointed out.

A closer look revealed that Taskmaster was having trouble blocking Phantom's attacks, as the electric pulses generated from Phantom's wrists disappeared as he attacked, making his arms invisible at a time, not allowing Taskmaster to be able to copy his attack pattern. This forced him to use luck to defend himself against Phantom. Just then, Taskmaster anticipated an attack on right timing and punched Phantom back.

"Heh, you're more predictable than expected." Taskmaster taunted him.

"I'm going in!" Nova blurted out loud as he flew in and tackled Taskmaster, sending him flying back yards away. Phantom disappeared into thin air once again.

Spider-Man and Iron Fist ran over to see Nova shooting at Taskmaster with his light beams.

"Fool!" Taskmaster yelled at Nova as he took cover and began shooting at Nova.

"Not so tough, huh?" Nova chuckled. But just then, Taskmaster leaped from his cover and kicked Nova out of mid-air. Nova landed hard into the ground.

Iron Fist then rushed in to fight Taskmaster, but Taskmaster already had mimicked Danny once, and easily dodged Danny's attacks and was able to grab hold of both of his wrists and knocked the Iron Fist back next to Nova.

**Well, I guess it's up to me then!**

Spider-Man then jumped up into the air and web-swung himself towards Taskmaster.

"Hey Taskmaster!" Spider-Man beckoned. As Taskmaster looked up, Spidey shot at his face with his webbing, blinding the masked man.

**Now's my chance!**

He swung down to Taskmaster's level and tried to knock him down, but Taskmaster ripped the webbing off his face and kicked Spider-Man hard in his abdomen.

**Owwww!**

The kick knocked him back, but as he got up, he saw Taskmaster grabbed the spare pistol he had used to shoot at Nova and aimed it at him.

"Nowhere to run, Spider." Taskmaster taunted him.

Suddenly, the pistol was knocked out of his hand, and something electrocuted Taskmaster. Blue electricity enveloped him as he fell stunned to his knees. Phantom reappeared next to him.

"No… defeated by, you!" Taskmaster grunted to speak.

Phantom grabbed him by the collar and yanked his mask off. Spider-Man couldn't make out the face that was behind it. But Phantom grabbed Taskmaster's throat and held him up.

"No!" Taskmaster squirmed.

Phantom's eyes glowed a bright white as he looked into Taskmaster's true face.

"Anthony Masters, known as the Taskmaster. Your photographic memory has no match. You came here to access the archives, download the secret files to S.H.I.E.L.D.'s database and sell it to various buyers across the world. You fear failure, and continuously train to improve yourself, but you know you can never master your own ability." Phantom read him out, as if Taskmaster was a book.

**Whoa, now that was weird. It looked like just by looking into his eyes he was able to like… Read his mind or something!**

The reading knocked Taskmaster out, and so Phantom dropped him on the ground, leaving him where he was. He then turned his gaze on Spider-Man.

"Are you all right?" The Phantom asked him plainly.

"Uhm, yeah, I think!" Spider-Man then looked at both Nova and Iron Fist, who were getting up, recovering from what had happened.

"I appreciate your efforts against Taskmaster, however, the battle was one he and I alone had to fight. It was a past due conflict." Phantom explained to them. "Nevertheless, it's a good thing none of you were captured or killed."

The three were able to catch a closer look at Phantom now. He wore a black hood that draped over his shoulder into a torn cape. He wore a silver metal plate on his right arm, and the blue electric sparks emanated from his silver wristbands, who seemed to channel energy through his body and into his fists. He wore a black utility belt and wore black cargo pants and boots. Underneath his hood was a plain white mask that covered his entire face, much like White Tiger's mask. He had a sheath of a sword strapped on his back.

"Where is your other friend? She is wounded?" Phantom looked back to where Powerman and White Tiger were in the thick of the jungle. He began walking back to that area.

"Well yes we…" Nova tried to talk but Phantom ignored them and kept walking.

**He isn't much for conversation.**

"You didn't tell me Tiger was wounded, web-head." Nova complained as they began to follow him.

"I kinda didn't have the time to, Nova. I was ambushed remember?" Spider-man argued.

"What happened to her?" Iron Fist asked.

"Glass from the craft shattered and cut into her left side, the shards are still in. She'll bleed out if she takes them out." Spider-Man explained.

"I hope she's all right." Iron Fist solemnly said.

"Me too." Spider-Man nodded.

**I really hope she's okay, I mean besides being one of the most important members of the team, she kind of…**

"There." Phantom found them. Powerman had laid White Tiger on her back to keep her calm; she had taken off her mask to breathe easier. Powerman was standing watch to see who was coming.

"Powerman! Is White Tiger all right?" Spider-Man asked him.

"I don't know man, the wounds look pretty bad. I don't know how to treat it!" Powerman told the group. He looked at Phantom, who was looking at Tiger's wounds.

"Spider-Man… Where is Taskmaster?" Ava struggled to ask.

"We beat him." Nova replied. "Well, not actually but…"

Phantom kneeled next to Tiger's wounds and started to inspect the wounds. "May I?" He asked her as he reached for her shirt. She slowly nodded.

He exposed her abdominal area to reveal the shards of glass had dug deep into her side, three large cuts, and smaller cuts.

**That looks… really bad.**

"We need to take her back to the medical wing in the facility, that's the closest source of medical supplies." Phantom informed the group as he covered the wound back up.

"And what happens if we don't?" Nova asked worriedly.

**Jeez, Nova, don't ask that question.**

"She may die." Phantom plainly answered.

"Oh no." Spider-Man worriedly said.

"The quicker we get back, the faster we can prevent that." Phantom explained to them as he walked past them to look into the distance of the jungle.

"And who are you supposed to be?" Powerman questioned him.

Phantom turned his face towards the group, and looked back to the distance. "A friend."

The group looked puzzled as they looked at each other. Phantom read their minds. "I'll explain more once we get back to the facility, time is running short."

**Better leave this to judgment call.**

"What do you guys think?" Spider-Man asked the team.

"I don't trust him." Powerman told him coldly.

"I don't know, I mean he seems a nice guy, if a little creepy but, up to you webs. Tiger needs medical attention." Nova told him plainly.

"Agreed, the benefit outweighs the risk, and we do not have much time." Iron Fist concurred. Spider-Man turned to face Phantom.

"I am not your enemy, Spider-Man." Phantom merely told him. "I don't have a reason to be."

"How do you know who I am?" Spidey asked him curiously.

"S.H.I.E.L.D. has files on you, your team, and the missions, all of it." Phantom answered him.

"Do you work for S.H.I.E.L.D.?" Spider-Man asked.

"No, not for a long time now." Phantom responded coldly. "If you have questions, ask them on the way, I'm heading back to the base now."

Powerman carefully picked up White Tiger, and the team kept their distance behind Phantom, Spider-Man leading them, Iron Fist behind Powerman, and Nova flying low overhead. They crossed the area where the agents and Taskmaster were beaten; all of them were still knocked out on the ground.

"You're just going to leave Taskmaster there?" Nova asked Phantom.

"He'll be out for a while, they all will be." Phantom told them as he ducked under a fallen tree. "I didn't kill him, don't worry about that."

"So, who are you anyway? Taskmaster called you Phantom, is that your name?" Spider-Man asked.

Phantom remained silent for a while, hesitant on answering the question. "I was referred to that at one point, yes."

"You said you worked for S.H.I.E.L.D. too, were you an agent or something? Do you know Director Fury?" Nova pressed the questions on.

The last question made Phantom stop dead in his tracks, he stared out in front of him for a few seconds, and then kept walking. He completely ignored the question.

**Okay, now that was strange! It seems to me Phantom has a darker past with S.H.I.E.L.D. than he's allowing us to know. It'd be best to approach him with more caution.**

"Uhm, okay, don't answer then." Nova sneered.

"I _was_ an agent." Phantom finally answered, leaving it there.

They crossed a small creek, having to carefully thread over a log that acted as the bridge. Phantom's pace was fairly fast, but he barely stepped on the ground, barely making a sound. It was if he was literally gliding through the jungle. They also noticed that the sheath on Phantom's back was missing the sword. The electricity from the wristbands was also shown more clearly on his arms from behind. It flowed through his veins, turning them a light blue with every pulse of his heartbeat.

"You seem like more than an agent, are you like a superhero?" Spider-Man then asked after observing more of Phantom's features.

"I'm no hero, why do you ask?" was the cold reply.

"You were able to disappear into thin air back there in the fight with Taskmaster, and those electric pulses seem to help you out too." Spider-Man told him.

"Heh, which makes me a mutant, Spider-Man." Phantom shook his head as he kept walking.

**So he does have powers, I wonder why he's here of all places. **

A little further along the apparent jungle trail, Phantom spoke. "Now I have a question for you all."

"I guess we can answer?" Nova replied.

"Why did Director Fury send you five and not a whole company of S.H.I.E.L.D. agents?" He coldly asked.

"Pfft, I don't even know. He kind of pulled this assignment from under us. He just told us we needed to be here to investigate the recent silence from this facility." Nova answered him.

"Interesting. You'd think a facility as important as this would be given more… attention." Phantom mysteriously told them.

"How much further?" Iron Fist asked.

"We're here." Phantom stopped at a stone wall, and glided his hand across the surface. Seconds later, it began rumbling, and the stone wall slowly slid down, revealing a passageway into the facility. Without word, Phantom entered it. Spider-Man looked at Iron Fist.

**I have a bad feeling about this.**

They followed him inside, the wall closed up behind them.

As the well-lit halls turned to metal, it started to look more like the inside of the helicarrier. However, it was eerily quiet, as if someone had abandoned it a while ago.

"Where is everyone?" Iron Fist asked.

"Gone. I do not know where Taskmaster's agents took them. I suspect they may be dead." Phantom answered him as he turned a corner up a metal stairwell.

"Where are the agents that he had posted here?" Spider-Man asked, remembering when Taskmaster tried contacting them from the jungle.

"I… took care of them before I headed to your location." Phantom replied.

"That was awfully quick, you saw our aircraft get shot down?" Nova asked him.

"Yes, I saw the transmission between you and Taskmaster. I was the one who communicated you, Spider-Man." Phantom stopped on one level and walked over into a medical room.

**Well that makes sense.**

There were five white cots inside the medical room, Powerman softly put White Tiger on the cot, she was having trouble breathing, and she was losing a considerable amount of blood from her wounds.

Phantom walked over to a storage locker and opened it, he gathered some items and placed them on a nearby table. He looked over the materials, and pulled out specific items from the selection and walked over to White Tiger's cot.

"Please tell me you can save her." Spider-Man asked him worriedly.

Phantom ignored him, and took a look at his materials again. "Yes." He turned on a light over the cot, and pulled on latex gloves on his hands.

"You've done this before?" Iron Fist asked him.

"Yes."

"I don't know web-head, I still don't trust him." Powerman added.

"I'm not looking for your trusts, I'm going to save her life. Spider-Man?" Phantom looked at Spider-Man with his cold calculating eyes.

**He's looking for MY permission? Well, he's the closest thing to medical help we'll be able to find anywhere. I'm not risking losing her just because we decided to wait…. I can't afford that.**

Spider-Man merely nodded, and Phantom returned the nod. He motioned his hands towards the switch on one of the walls and the lights around slowly dimmed. Only the one light over the cot remained bright.

"May I?" He asked Tiger again. She nodded.

He took a look at her abdominal area again, he took some tools out and began to inspect the wound. He motioned his hand around her stomach, as if looking for something.

"Good, her major organs are intact." He said to himself. He then proceeded to disinfecting the area and after she screamed from the sharp pain from the disinfectant, he proceeded to remove the shards. "Hold her down."

Powerman and Iron Fist held her arms down as Phantom took his tools down and slowly removed each shard out, compacting some kind of material quickly into the wound to prevent her from bleeding out. She began clawing at Powerman and Iron Fist in pain.

**Gosh, I'm so sorry Tiger. **

Nova and Spider-Man watched from the other side of the room, Phantom asked them to stay away.

"I hope she makes it." Spider-Man worriedly said to himself.

"Me too, webs. Me too." Nova concurred.

"Out of anyone here, she didn't deserve this to happen to her." Spider-Man sighed.

"Gee, thanks." Nova shook his head.

"No, I didn't mean it that way, I…"

"No, I know web-head. She's always been the sister to our team." Nova looked at Spidey, but he kept staring off ahead to the operation. "You care about her." Nova concluded.

"I care about each one of us!" Spider-Man argued to him.

"I see the way you look at her when we're training. You admire her leadership, I mean hell, she isn't a bad chick either, webs. I don't blame ya." Nova smirked.

"It's not like that, Nova. She and I are teammates." Spidey ensured him.

"Yep, sure." Nova chuckled a bit. "I know that puppy love when I see it."

"What, like you and MJ?" Spider-Man brought her up.

"Okaaay, we're not going to talk about this right now." Nova shut up.

**I don't want to admit that yeah, maybe I do care about White Tiger, but it's always been professional. Well, maybe more but… I can't risk that. Not now.**

After Phantom removed the final shard, he treated the last wound and wrapped her up to prevent more bleeding. "Done. She'll be all right." The pain of it all caused her to go to sleep.

"Better she rest." Phantom told the others as he stood up, removing the bloodied gloves and tools. Powerman and Iron Fist both had claw marks up and down their fore arms.

"Dang, she really went all tiger for a second there." Powerman said.

"Agreed. Now, I'll leave you four to have time to rest here, spend time with your wounded friend." Phantom informed the group as he put away the materials.

"Where are you going?" Nova curiously asked.

"I have to ensure the archive is clean of any viruses Taskmaster's minions might've installed to steal information. That'll take me some time. I shall return when I'm done. There is food in that cabinet that isn't spoiled. But please, stay within the medical room." Phantom turned and walked out of the room.

"I hope she heals up all right." Powerman said as he sat down on the ground. "That Phantom dude is strange."

"Yes, but he's saved us from Taskmaster and has been most hospitable to us." Iron Fist added.

"I don't know. It doesn't add up. I think he's hiding something." Nova paced around.

"It's obvious that he is, but I'm not going to ask." Spider-Man told the group.

Nova took a look at his communicator, tried to contact S.H.I.E.L.D. but couldn't get a signal out.

"Any luck?" Powerman asked. Nova shook his head.

"Our signal from our communicator isn't strong enough to reach the helicarrier. We're kind of stuck here." Nova concluded.

"What do you suggest we do?" Iron Fist asked him.

"Nothing much we _can_ do at the moment. We're all pretty beat up, I say we rest too. But one of us has to keep watch, just in case Phantom comes back." Nova suggested.

**Sounds like a good idea.**

"I'll stay up for a bit. I'll wake Powerman up to stand watch." Spider-Man told the group. Everyone nodded.

"Just, scream _Phantom_ if he starts something." Nova whispered to Spider-Man.

**Uhm, got it I guess?**

Spider-Man watched the others go to sleep, then kept an eye on Tiger. He looked at the doorway from time to time but the facility was so quiet and cold.

* * *

Hours passed, and nothing was going on. Powerman, Iron Fist, and Nova were all knocked out, sleeping. White Tiger however, began to move around in her cot. Spidey got up and walked over to the chair next to her.

Her mask was on the table, along with her amulet.

Suddenly, she began moving around. He watched as she slowly opened her eyes, and in a quick reaction sat up with her claws withdrawn.

"What… What happened?!" She asked loudly. Spidey quickly shushed her.

"Phantom removed the glass shards from your side, you're okay now." He tried to explain to her.

"Oww" She grabbed her side. "Is that what hurts?"

Spidey nodded.

"Well, last time that'll get the best of me." She stubbornly said as she grabbed her mask and put it back on. She looked over and saw the others sitting down, and then examined the room.

"Where are we? Why are the others sleeping?" She asked curiously. "Where's Taskmaster?"

"Shush! Tiger, rest! We're at the S.H.I.E.L.D. facility, Phantom is here helping us out." Spider-Man leaned her back to lay her on the cot.

"Who is he? Is he part of S.H.I.E.L.D.?" She asked quietly.

"I'm hoping so." He told her as he sat back down. She rested on her side to face Spider-Man.

"I don't remember much after the crash, I just remember blacking out and… waking up to this sharp pain. There was fire, all around and then… out of nowhere I hear someone calling my name, then I see you. And then I just remember getting captured by Taskmaster's agents and then… another blackout." She sighed. "That never happens to me."

"Will you be okay?" Spider-Man asked. She looked at him as she took off her mask again to rest.

"I should be…" she caught his gaze. "Why so concerned?"

"I can't be concerned over my teammate?" he crossed his arms.

"You know I can handle myself webs, you wouldn't be this concerned if Nova had gotten hit instead of me." Tiger smiled at him. "You did go out of your way to pull me out of that wreckage."

"Well… that's kinda overstating it… but…" he was blushing behind his mask. "Boy, it's sure hot in the amazon."

She shook her head as she leaned to kiss him on the cheek. "Thanks web-head."

**Did she just…?**

"I think I'll get more rest then, wake me up whenever you need me ready. I'm good to go." She let him know as she turned to lie on her back. She peacefully closed her eyes, and within minutes, she was knocked out.

Spider-Man couldn't help but to smile to himself and touch where she had kissed him on his mask. Seeing this, he began to doze off, before suddenly, he was knocked out, resting his head on the table next to him.

* * *

The doorway opened, and Phantom walked into the medical room. He paced slowly to where the team was resting with his hands behind his back. He looked at White Tiger and Spider-Man… they were both holding hands as they rested. "Interesting." Phantom whispered to himself.

He looked at Powerman, Iron Fist, and Nova.

"What the hell do you have these kids here for, Fury. What is it you're trying to protect here?" Phantom whispered to himself.

He looked at the mirror that was there, and looked at himself in the mirror. He took off his hood, then slowly removed his white mask. He didn't even recognize the face anymore. He ran his hand on his cheek, but felt the sting from the electrical pulse on his scarred face. He sighed to himself before putting his mask back on.

He began to walk out of the medical room before turning to Spider-Man.

"I'm not your enemy, Spider-Man. But neither will I hesitate to fight you, if you stand in my way." He whispered to himself before leaving.

* * *

I really appreciate the good feedback from you **latinoheat151**. I'll write another chapter sometime next week, but for now I hope you readers like this chapter so far, give a little more in-depth look at Phantom and maybe figure what goals he has in mind as far we know. Thanks again :)


	4. Chapter 4 - The Archive

**Chapter 4: The Archive**

A loud noise was heard inside the facility, a screeching, metallic noise that echoed throughout the metallic hallways.

**What was that? **

Spidey quickly woke up from his deep sleep, and saw the others were waking up as well, having heard the strange noise. White Tiger sat up, and looked at where she had been hurt, while the others got up and walked to where Spider-Man sat.

"What the heck was that?" Nova reiterated the question everyone was asking.

"I don't know, it sounded like it was somewhere in the facility." Spider-Man took a peek outside into the dark corridors. "Maybe it's Phantom, up to something."

"He could be preparing a huge pot to boil us in, you know like Hansel and Gretel?" Nova chuckled.

"Now is not the time for jokes." Iron Fist calmly told him.

"Alright, fine." Nova flew outside into the corridor to stare at the direction of where the noise came from. "I suggest we investigate."

**That ****_would be_**** the best idea, but we haven't the slightest clue of where the noise came from and we could get lost. **

"Phantom told us to stay up here." Spider-Man tried telling them.

"Look webs, I don't know if you've noticed but Phantom ain't all there. I mean how do we know he wasn't working with Taskmaster and put up a show just for us to trust him?" Powerman asked the group.

"He would not have put so much effort into saving White Tiger as he did." Iron Fist suggested. "He may be an ally."

"A questionable ally." Nova added.

"What do you think, Tiger?" Spider-Man turned to her. She slowly got out of the cot and put her mask back on, along with her amulet. It was still apparent that the pain from her wounds was keeping her from moving as agile as she usually would.

"I don't know what to think. Normally, I'd say I wouldn't trust him…" (she grunted in pain as she reached for her side) "… but he seems like he means good. We should go find out what he's up to regardless." She tried to move but kneeled down in pain.

"I don't think you should move out of here." Spider-Man helped her back up.

"If I can't be of help then I'm deadweight, I don't want to be the deadweight to the group." She argued. "I have to keep pushing on."

**I admire Tiger's spirit but she needs time to recover, if only we can contact Fury. He's probably worried that we haven't contacted him now. **

"Okay, but we'll walk through the hallways then, we need to be careful if we have you walking with us Tiger." Spider-Man told her.

She brushed off dust from her shoulder, "I got it webs, and you should know me by now. I'm not gonna give up over a few scratches."

**Yeah, okay, if she considers what she has scratches then I'm worried as to what she considers severe injuries. **

Suddenly, the screeching noise was heard again, only louder this time, shaking the entire facility and turning the lights on and off, on and back to off.

Nova lit up his blue aura, and created a light for the team to gather around. "I'm not staying in this pitch black place any longer than I have to." Nova told the group. "This is what happens at the beginning of every horror movie, and when a guy named Phantom is roaming around… It's just bad. All bad."

The team walked outside and looked down the dark corridor of where the screeching noise came from. They readied up, Nova led the way, followed by Spider-Man, White Tiger, Iron Fist, and Powerman in the back.

The corridors were cold, and their footsteps could be heard with each step. An eerie ambient sound emanated from the hallways as they walked.

**I hate the feeling of being watched. It's a real worry now that a person who can disappear into thin air is in this building with us. It makes me wonder whether he can be trusted or not.**

They turned several corners; the corridor went straight, not crossing into any different direction. This was a strange layout to a S.H.I.E.L.D. base, but they weren't going to complain about their path. They heard the noise again; it was still coming from further into the corridor. And so what started as a few minutes turned into a half an hour of walking into this pitch black maze.

"So what do we know about this Phantom character so far?" Nova asked out of the blue.

"I want to believe that he worked for S.H.I.E.L.D. but I feel like he and the organization have a dark and troubled past. He didn't even answer when asked if he knew Fury." Spider-Man suggested.

"You think Fury knows who he is? Maybe that's why he was acting so strange before he left?" Powerman asked Spider-Man.

"It's a good possibility. And what did Taskmaster mean by 'Fury kept you locked up in there'?" Spider-Man rethought on the fight between Taskmaster and Phantom.

"It sounds like Fury knew this place contained secrets more important than the archives itself. Like Phantom asked us, why didn't he just send a whole company of S.H.I.E.L.D. agents to investigate if this place was as important as he said it was." Nova added.

"You don't think… Fury sent us because he knew there was a mutant in this place?" Powerman asked with a tone of concern.

**I don't want to believe that but that's probably the right thought. Phantom is a powerful mutant, who bested the Taskmaster! Maybe Fury sent us here because he knew Phantom was here. But why and how?**

"I don't know Luke, but I have a feeling we're about to find out." Spider-Man sighed. "So much for our Friday night."

Nova went ahead a little bit to see a doorway clearer, he examined a sign on the wall. "Webs, come look at this." He called him over.

As the group closed in, they all read the sign, _Research Wing. _There was an arrow pointing to another corridor that read _To the Main Archive_. The screech was heard again, down the corridor to the Main Archive.

"This way." Nova began going down the corridor.

"No wait." Spidey stopped him.

"Ugh, what is it?" Nova complained as he turned around.

"This is the Research Wing to the facility, maybe we can find out a little more about what goes on in this facility." Spider-Man suggested as he walked through the doorway.

"So you want to do detective work right now?" Powerman asked, a bit confused.

"No, he's right. It'll give us a clue as to what we're up against here." Tiger spoke out.

**Well, it's rare to get her to agree with me.**

"Agreed, let's go." Iron Fist concurred, and the team entered the doorway into a massive room filled with tables and chairs from what they could see, but it was so dark.

"Hold on, let me see if I can…" Nova flipped a nearby switch on, but nothing came on. "Well worth a shot."

The screech wrung once more, and the power came on all of a sudden, activating the light in the Research Wing.

**Well that's awfully convenient; Nova finally did something right for a change. **

The room resembled something the size of a large indoor basketball court, without the wooden floor. With so many things to look at, Spidey decided it was better to split up to examine everything in the room. He stayed with White Tiger to make sure she was fine as they both approached a monitor in the center of the room.

She cringed in pain for a bit as she sat down in front of the monitor, but quickly shook it off.

"Are you okay?" Spider-Man asked her.

"I'm fine." She calmly told him. She looked at him, but he quickly looked away realizing he was staring at her. She shook her head and turned on the large monitor.

**You keep blowing your chances, Spidey. You'll have to get her wounded each time you want to try to talk to her. Wait, but I shouldn't be trying but… Ugh!**

S.H.I.E.L.D.'s insignia popped on the screen as it loaded up, it then asked for a username and password.

"Crap, I was never good with this." Tiger said in frustration.

"Hmm… Let me try something." Spider-man typed in GUEST and typed an eight letter password that was covered up on the screen. He pressed enter, and it displayed an options list to access.

"How did you do that?" Tiger asked him, amazed.

"Easy, I've been around enough computers to know almost each network; especially in S.H.I.E.L.D. has a guest account." Spider-Man told her, feeling accomplished.

"Won't that mean we'll be restricted to what we can see?" Tiger asked in disbelief.

"Ehh.. .maybe, possibly." Spider-Man sighed.

On the options list, there were several files they had limited access to. Tiger clicked on SPECIAL PROJECTS. It opened up several documents with some blacked out lettering, suddenly, something shattered. Spider-Man and White Tiger looked to where the source was, and they saw Nova hovering over a large shattered light bulb.

"Uhm…. I didn't do it." Nova flew away from the broken pile. Spider-Man just shook his head.

They began to read the blacked out documents, and read disturbing key words that suggested towards something. S.H.I.E.L.D. was trying to create specialized weapons that affected mutants, but it wasn't for the organization itself, it was for someone else whose name was blacked out.

"That's not surprising, S.H.I.E.L.D. has done these kinds of things in the past, I'm pretty sure Nick Fury isn't actively looking to exterminate mutants." Tiger tried to reason with it.

**I guess she's right, but still, that's pretty worrying. **

They flipped through several files detailing projects to create larger missile systems on future helicarriers including a suggestion to create a helicarrier that could shape shift into a gigantic tank. Spider-Man laughed that one off.

"The things S.H.I.E.L.D. thinks of." Spider-Man told Tiger.

"Tell me about it."

Further file searching brought no light to what they were looking for.

"Spider-Man, there is nothing in this room that gives any clue to Phantom or why this place was attacked." Iron Fist came walking to the monitor, along with Powerman and Nova.

"Yeah, it seemed kind of a waste to come in here." Nova complained.

**Wait a minute… maybe we can contact Fury through here!**

"I have an idea." Spider-Man returned to the monitor and exited out of the project files and went to the communicator on the monitor. He requested to establish a link to the helicarrier over Manhattan. It was sending the link to connect to the helicarrier.

"Finally, maybe we can get some answers now!" Nova landed on the ground next to Spider-Man to look at the screen.

**I wonder what Fury will say about it.**

As the connection was established, a bad quality image of Nick Fury displayed on the screen.

"Spider…Man…" (Static noise) "…been waiting to…" (More static) "…from you, have you…" (the static was constant at this point) "…found what was…" - "…wrong?" the image distorted with each static.

"Nick, we can't hear you that well!" Spider-Man told him.

"Something is…"- "…with your…" - "…tower, maybe if…"- "…in the archive." Fury told them.

"Director, we can't access the archive right now, listen we ran into Taskmaster out here. He and his little army of agents tried to steal the information from the archives." Tiger explained to him.

"Taskmaster?"-"…maybe he was…"- "…sell it to…"-"…sellers…" Fury kept getting distorted.

"Jeez, even I can video chat better than this from outside the city." Nova complained about it.

"We ran into somebody who Taskmaster called 'Phantom', do you know who he is? He has helped us so far, but he went somewhere else in the facility." Iron Fist then spoke to Fury.

This set Fury off into a worry. "Phantom?!"-"…Get your team…"-"…before it's too…"- "…didn't think he was…"-"…alive! There should be…"-"...-craft in the hanger under…"-"…facility…"-"Get out before…" (The connection was lost).

The blank screen brought worry to everyone's faces.

**Not what I was hoping for… He told us to get out before… Before what?! **

"That's… troubling." Tiger stared into the screen.

Suddenly, the screech sound was heard again, and it turned the power off once again. Nova's aura lit the small area up.

"I think that's our cue to get out of here." Nova worriedly said.

"We need to confront Phantom. We need to find out who he is." Spider-man suggested as he helped Tiger up.

**I know, it's crazy to go against Fury's orders, especially about a guy as dangerous as Phantom, but if we escape now, no telling what Phantom will end up doing here.**

"Are you out of your mind, webs?! He tore Taskmaster apart!" Nova tried to reason with him.

"He hasn't given us any reason to think he's against us." Spider-Man told him. Nova sighed.

"Does anyone else think this is insane?" Nova asked the team.

"I think Spider-Man is right. We need to get to the bottom of this mystery." Iron Fist agreed with Spider-Man.

"Me too, maybe get a chance to go up against him as well." Powerman pounded his fists together.

"Maybe we can reason with him, it doesn't have to turn into a fight." Tiger added.

Nova shook his head. "I'm surrounded by lunatics." He turned to lead the way out of the room and back into the dark corridor. The team followed.

As they stared down the dark corridor that led the way to the archive, they all looked at each other, ready to face what was ahead.

Nova started to lead the way a bit farther ahead, while Powerman and Iron Fist trailed off a little far back to cover more space in the corridor, just to be safe. It left Spider-Man and White Tiger walking together. She kept her left hand holding her side; she grunted in pain every few steps.

"Tiger, after this, you _need_ to rest." Spider-Man calmly told her. "You need to recover from that."

"Stop telling me this, web-head. I can handle myself." She started to increase her pace but slowed down once the pain kept stabbing at her again.

"Can't you just accept my advice for once? It's okay to be wrong about some things!" Spider-Man tried telling her.

**Eh, wrong choice of words.**

"I'm not wrong, Spider!" She loudly told him. "Do me a favor and stop worrying so much, I'll be…" she grunted in pain. "…fine!"

"I'm sorry… I just, I'm trying to help." Spider-Man sighed.

"I know, and I appreciate it but… I can't be seen as the weak one!" She argued. "I just… I can't be. Ava the damsel in distress! That's not how it works!"

"You're not a damsel in distress, you're my teammate and my friend, and I'm looking out for you just as I would for…" **Don't think of Nova, don't think of Nova. **"… Powerman!" Spider-Man told her with care in his voice.

"Yeah well… thanks, Spidey." Tiger looked at him once again, and this time Spider-Man stared back.

"I don't mean to break up the love back there, but I think we're here." Nova interrupted.

**Thanks Nova, I can always count on you to break the moment for me.**

The team arrived at the doorway labeled _The Main Archive, Authorized Personnel Only_.

"Let's go." Spider-Man led the way into the room, which was even larger room than before, the ceiling was at least three stories high, and around were rows and rows of servers connected to a main computer at the far end of the room. The servers reached as high as the ceiling, and seemed to be the only thing powered on in the whole room.

"That is… some sort of super computer." Tiger stated as she looked at the main computer far ahead.

The team walked towards it, but it suddenly became really cold in the room, and Spider-Man heard whispers coming from all around.

"Do you guys hear that?" He asked the team, they nodded in response.

"What in the world is that?!" Nova asked as he covered his ears. "Make it stop!"

After a few moments of whispers, they halted, but something popped up on the main computer screen, the team looked at it.

SUBJECT 51, it was titled. Certain parts of the file were blacked out, including the name of the subject and the scientists involved with the project. The project was supposed to be an experiment that resembled what the Weapon X program did to Wolverine and Deadpool, but instead "Project Vitruvian" was intended to create a mutant agent for S.H.I.E.L.D. Using samples taken from subjects with special powers, including invisibility, mind reading, fast reflexes, and a whole list of miscellaneous powers and attributes.

**This… isn't who I think it is… is it?**

The project was listed as "Failed" and noted that subject was to "be contained in the South American base until further notice."

Spider-Man looked at the team, "I think this is referring to Phantom."

"Naw, you think?" Nova shook his head. "Phantom was an experiment."

"You think it's easy knowing that?" a cold voice spoke out behind them. They turned to see Phantom appeared out of nowhere with his arms crossed, coldly staring down at them. "I see that your curiosity has led you here." He walked past them and turned off the main computer, turning to face them again.

**Awkwaaard!**

"So you're Subject 51…" Tiger said, not believing in it, neither one of them did.

"I was." Phantom replied, in his short answers.

"Why were you kept here?" Spider-man asked him.

"For what other purpose? Fury didn't want to accept the fact I was the mistake from his little project." Phantom sighed to himself. "I've been locked away in this dreaded place for too long."

"What happened in that experiment?" Iron Fist asked him.

Phantom stared off to the doorway that led into the Archive. "My life ended." He simply stated, a dramatic brief pause followed.

"So, what now?" Powerman asked, hardening his fists. Phantom noticed that.

"I need important files on that database, if you allow me to access them and leave; I'll allow you to leave as well." Phantom courteously offered them. "I healed your friend, Spider-Man, I've been more than generous to your team, I ask for the same amount of generosity in return."

**He's right, but Fury would kill me if he found out I let him go.**

"What kind of files?" Spidey then asked.

"You're not seriously thinking about accepting his offer, are you!?" Powerman angrily asked.

"I need names, I'm going to try to… cure myself of this affliction, Spider-Man. I need to find the people who did this to me." Phantom merely told him.

"and then what? Kill them?" Spider-Man crossed his arms.

"No." Phantom plainly responded. "I can't say what my intentions are, but my offer stands."

**Hmm… Judgment call!**

"What do you guys think?" Spider-man turned to the group. Phantom turned to the side and kept his distance so that he didn't need to hear them converse.

"No, Spider-Man, are you nuts? You can't trust him, he's… even Fury doesn't trust him!" Powerman argued.

"Maybe he should come with us. Allow him to gather his information and turn him in to S.H.I.E.L.D." Iron Fist suggested.

"I don't know about that, but we could just take the offer, and track him." Nova told him. "I'd be careful though webs, if Fury says he's trouble, he might as well be."

Spider-Man turned to Tiger, who was trying to figure it out herself.

"He healed you Tiger, I'll decide on what to do based on what you want to do." Spider-Man calmly told her. She was so puzzled and had no clue what to do.

"You're letting me decide?" She asked, Spidey nodded.

She looked at Phantom, who stared at the team with his glowing white eyes under his hood. She carefully approached him, his head slowly moved as he kept his gaze affixed on her.

"Why did you help us in the first place?" She finally asked.

**The one question we haven't asked him yet.**

The question puzzled even Phantom himself, he put his hand to his chin and looked as if he were studying the question himself, but then it looked like he had found his answer.

"Because when I realized who you all were, I figured that you five would listen to reason instead of pointing at me with a gun and pulling the trigger. When Taskmaster and his agents arrived, they turned off the power grid, giving me the power to leave my cell. However, I couldn't get rid of my shackles." He looked at his wrists.

"Wow… that's probably the longest sentence I've heard him speak." Nova blurted out loud.

"S.H.I.E.L.D. can help you, if you'll give them a chance." Tiger tried convincing Phantom, but he shook his head.

"I've already tried. Your Director Fury was the one who ordered me to stay in my cage for several years. He wants me contained after what happened in the experiment." Phantom told her. "Which I'm not going to explain to you, I'll let Fury explain it to you… his version of it at least."

"Why won't you explain it?" Tiger crossed her arms.

"Because I don't remember a thing about it, it just… happened." Phantom lowered his head to the ground. "I lost everything because of what they did to me."

**Gosh, I think letting him go would be the best solution, but Fury will have a fit when he finds out… Ah, I'll explain it to him later. Phantom's earned a small bit of trust from me.**

Tiger turned to face Spider-Man, and walked back to him, she whispered in his ear, "Let him go but keep a tracking bug on him."

Spider-Man nodded, but Phantom stared at them as if he could still hear what they were saying.

"I'll let you go, Phantom. Only if you promise me you're not going to go off and cause chaos." Spider-Man told him.

Phantom studied Spider-Man, as if trying to read his mind and discern whether or not his words were true.

"I won't. Thank you, Spider-Man. I'm glad to see some sense of reason is left in the world." Phantom turned to the computer and began accessing several files at once.

"You're making a mistake, Spider-Man." Powerman told him, "You don't have a clue what Phantom might be capable of. He could be downloading our secret identities for all you know!"

"I have no need nor want to have that." Phantom told the team, continuously typing on the large computer's keyboard.

"Okaaay… Well he could be taking other things we don't know about!" Powerman argued.

"I know you do not trust me, Powerman. But neither have you given me a reason as to why you do not. You haven't the slightest idea who I am." Phantom told him.

"I've met creeps like you, and they tend to be no good." Powerman angrily told him.

"Calm, Powerman, do not let the anger best you." Iron Fist tried telling him.

"I mean no harm." Phantom began downloading the files to a removable hard drive.

**I guess that's our cue to go**.

"Come on guys, let's go." The group started walking until Spider-Man realized something. He turned around to look at Phantom.

"Where did the screeching noise come from?" He asked Phantom.

Phantom, with his back still facing them, lifted his hand in the air, and balled his fist until the wristband generated enough electricity to literally light up the entire room by contacting each server, it made a deafening screeching sound.

"What was that for?!" Spider-Man asked him.

"Gives me access to the servers I don't have permission to access." Phantom grabbed the removable hard drive, and faced them.

"I trust we will see each other soon, Spider-Man. Again, I thank you for being the voice of reason. Your generosity won't go unnoticed." And in an instant, Phantom disappeared into thin air once again.

"I don't know whether to think we've just saved someone's life or are going to have ours roasted by Fury when we get back." Nova spoke out.

**It shouldn't be a problem, I'm not afraid of what Fury has to say. But I am a little worried as to what Phantom might do with the information he took. He seems to have good intentions, but he does his best to keep his thoughts to himself. **

The facility's power turned back on shortly, and with it, the communications was restored. As they headed down the levels to the hangar, they tried searching for the missing staff at the facility, but none were found. The place was empty of life, as if it was always abandoned. It was eerie, but there was nothing they could do about it now.

They took an operable aircraft inside the hangar, and flew out back to New York, where they would talk to Fury personally as to what happened.

* * *

Inside the craft, Spider-Man helped Tiger onto a chair to rest. Powerman and Iron Fist flew the craft while Nova followed from outside. Spidey sat next to Tiger, and looked outside the window as day turned into sunset. Their Saturday was gone.

"Do you think we made the right choice in letting him go?" Tiger suddenly asked out of the blue.

"I think we've either made a bigger problem or solved one. Either way, it's our responsibility now. I don't want you guys to interfere when we speak to Fury, no doubt he'll be mad we let a mutant loose." Spider-Man told her confidently.

"No, we all made the choice together; we'll all stand up to Fury." Tiger told him.

"No… I'm your leader, and I made the call. Whatever Phantom does next, it's my responsibility. I just hope he doesn't do anything insane like killing people or something of that nature." He told her, with some sense of worry in his voice. "What do you think he's searching for?"

"He did say he wanted to cure himself of what he had become, but something like that is difficult to reverse." Tiger pondered.

"Not completely, we were able to change Norman Osborne back from being the Green Goblin before he was transformed back." Spider-Man argued.

"But that was because it was a serum that changed Osborne. This project that created Phantom made it so that it was permanent." Tiger cleared it up.

"I see, anyway, how are you feeling?" Spider-man asked, noticing she was still holding her side.

"Better, somewhat. I need to rest, you're right. But I'll be good to go once I do. Trust me." She staggered her words as she began to doze off.

"Yeah, I think I need a good rest too. We blew up a S.H.I.E.L.D. aircraft, befriended a rogue mutant, was in the most classified room in S.H.I.E.L.D. history, and let a rogue mutant loose, I'd say our work was cut out for us." Spidey chuckled.

"Yeah, true. But… thanks again for saving me. I know the first time you ever did I told you I could save myself but…" She stopped.

"But what?"

"…you have a weird way of reminding myself that I need the save sometimes too." She shook her head.

"Admit it, Tiger, what would you do without me?" Spidey crossed his arms.

"Ha! I don't want to know." She told him.

As the craft approached the helicarrier, a hooded figure appeared out of thin air holding onto one of the wings of the craft. He grinned to himself as it landed on top of the helicarrier.

* * *

Okay! Hope you readers like this chapter! I'll come up with a new one sometime this week! This chapter was unexpected and I just had writer's inspiration to write this one today! Enjoy guys! And thanks for all the feedback! It's greatly appreciated:)


	5. Chapter 5 - Nightmare

**Chapter 5: Nightmare**

The S.H.I.E.L.D. agents on the helicarrier landing deck helped escort the aircraft down onto the deck, the team had requested medical personnel come as well to help Tiger.

Spider-Man looked out the window and saw none other than Nick Fury standing at the doorway to the lower decks, waiting for them to come to him. Two armored S.H.I.E.L.D. guards stood behind him.

**Man, he looks furious… but he always looks that way. Time to face the music I suppose.**

As the aircraft opened, the team was greeted by Agent Coulson.

"Glad you all made it back safely." He greeted them with a small grin. "We'll debrief you right away; the medical staff will take Miss Ayala down to the medical bay to make sure she's all right."

"Thanks, Coulson." Spider-Man thanked him as they all came walking out. The medical team arrived with a gurney for White Tiger, but she told them she can walk, so they just helped her off and escorted her. As for Spider-Man and the others, they turned to face Director Fury.

"Come." Were his only words.

They followed him into the doorway that led to an elevator that went to the lower levels. He didn't speak a word to them, just waited until the elevator landed on the floor to the debriefing room and marched out at his own pace.

**He's obviously anxious to find out what happened. **

As they arrived to the room, they all sat down at their respective seats and Fury made sure the door shut behind them. He slowly turned to the group, and stared at them with his one eye.

"Tell me exactly what happened." He calmly asked the team. They all looked at each other, but Spider-Man stood up, ready to tell the tale.

**Here goes nothing.**

Spider-Man explained that they were shot down by the facility's defenses that were overrun by Taskmaster and his small team of agents. That the aircraft had crashed down into the Amazon jungle and from there each one of the team members told his own story as to how they woke up from the crash. Spidey went ahead and told Fury that someone contacted him through his communicator, but could not see his face on the screen.

Throughout the debriefing from the team's side, Fury remained silent and let them speak, his face with no definite expression.

They then explained how Taskmaster caught up to them and captured them until… the mysterious figure known as Phantom showed up and practically beat down Taskmaster and his agents. This caused Fury to place his palm over his eye patch while closing the other eye in a frustrated expression.

Spider-Man explained the nature of Tiger's wounds and that Phantom offered to heal her but they had to return to the facility to do so. Fury started to slowly pace around the table, continuously listening.

Nova explained the answers Phantom gave them as they asked him questions.

Iron Fist talked about the lack of S.H.I.E.L.D. personnel when they arrived to the facility then what steps Phantom took to remove the glass shards from White Tiger's side and how he left them in the medical room. And that they left the room after hearing a loud screen throughout the facility.

Spider-Man left out the fact they looked through a S.H.I.E.L.D. computer and read some pretty sensitive information, Fury would've lectured on him on it.

Then they reached the events of what happened in the archive. They explained about how they read on "Project Vitruvian" and how Phantom offered to let them go if they let him download information off of the archive. Towards this, Fury decided to interrupt.

"Please tell me you didn't let him do it." Fury asked with a harsh tone.

***gulp***

"I let him go." Spider-Man softly said as well as shrugged his shoulders.

"YOU WHAT?!" Fury slammed his fist on the table. "Why in the hell did you do that?!"

"He had… he had helped us with Tiger and I figured since he helped us that we returned the favor for him." Spider-Man naively stated.

**That sounded a lot more convincing in my head.**

Fury grunted in frustration as he covered his face with his palms, then looked back at the team.

"Do you realize who you've released out into the world?" Fury asked them.

"We read about the project of course, but that does not explain why you perceive him as a threat, or as to why you kept him locked away for years." Iron Fist voiced out.

"'Phantom' is one of the most dangerous mutants alive, his creation was an accident, and I ordered him to stay safe inside that facility so that he did no harm to anyone and that we could try to figure out a way to reverse what we had done to him." Fury vaguely explained.

"I think he blames you for what he is." Nova added.

"I know he does, but the experiment wasn't my idea, I only oversaw the experiment. It was some doctor who wanted to recreate results similar to Project X. Project Vitruvian was intended to create a 'normal mutant' with powers that he could create. At first, its purpose was to see if a normal human being could withstand being given these traits and abilities and then to see how it benefited him." Fury continued on.

"With what Phantom's capable of, it sounds like you guys created the perfect infiltrator… an assassin." Spider-Man told Fury.

"That wasn't the project's intention… we didn't even force him to participate in it. We asked for a volunteer, we told him mankind was going to reap the benefits from this experiment. I think he expected us to create another Captain America at that point." Fury sighed.

"It sounds like you didn't give him all the details as to what exactly he had agreed to undergo." Powerman spoke.

"No… cause we knew he would've never done it if he knew."

"Who was he?" Iron Fist asked.

"He was one of my brightest and best agents, skilled, and intelligent. Agent Cruz was his name… he had found someone whom he fell in love with years before the experiment and had actually planned to leave us to go raise a family of his own. The experiment was supposed to be the last thing he did for us, one 'last job' for us." Fury reminisced as he looked down onto the table; he then looked back up to the team.

"What happened in the experiment?" Spider-Man finally asked.

**I'm afraid to know, but if it helps us unlock this mystery…**

"He was placed in a containment room where they gassed him with several layers of the solution to see if his body reacted negatively to the compound. He was fine, and then they laid him down in a metal container with tubes running all around it. He was injected with several strands of the solution, all containing genetic materials to support the ability to read minds, superhuman reflexes, combat training, and other traits. I even believe he has the ability to enter a person's mind while they're dreaming, one of the benefits to mind reading.

"The last thing was, in the same metal container, they ran his body through a de-molecularizing process. A serum that they had injected was supposed to give his body the ability to stretch his molecules outwards, basically disappearing into thin air. However, instead of stretching his molecules, the machine had somehow made it so that the molecules disappeared… but his body parts were still virtually there. A power similar to what Sue Storm has." Fury continued on.

"What happened then?!" Nova blurted out.

"I would imagine making one's molecular structure disappear was an extremely painful process for the person who it was happening to. He started to scream from inside the container. I told them to abort it, but if they opened the container while the process continued, he would've died instantly. I didn't want that to happen, so against my wishes, I had to bear hearing the man scream. He screamed for them to open the container, cried for help, but there was nothing we could do.

"When the process was finished, we opened the container, and he was still alive, but his entire body had various lacerations from where the de-molecularizing process had ripped him open. He was barely gripping to life. We took him to the medical wing to make sure he was okay and to try to save his life, and by the end of that night, he was resting fine, alive for the most part. But the scars remained there.

"He woke up the following morning, and went insane. He kept screaming that he heard whispers in his head, and couldn't control his disappearing act. His anger was elevated, and he began to attack the medical staff. We couldn't stop him conventionally; every bullet fired went right through him and did nothing. He escaped and tried to find his family, whom I had under protective care.

"When we got the call from his wife that he was at her porch, begging her to help him, I left with a company of agents to personally handle the situation. It was raining when we arrived, and we noticed he had changed his wardrobe. He wore a mask, a hood, and had the sword he always trained with strapped on his back, he didn't want others to see what he was." Fury stopped, reliving the moment intensely.

The entire team was silent as they intently listened to the story.

"I offered to bring him back to S.H.I.E.L.D. so that we could help him, but he didn't want it. He tried fighting us right outside his home. We didn't know how to fight an enemy who could disappear and dodge everything we threw at him, that was, until he went after me. I tried to shoot him square in the heart to end it quickly for him, but it was as if he knew every move I was about to make before I did it. When I tried to shoot again, he pushed my arm out of the way and I shot a power-line open above us.

"The power-line landed right into a large puddle of water that Cruz stood in, and it electrocuted him, but he was still alive. When I went after him again, he couldn't disappear. The electric current from the electricity had prevented him from doing so, so we went after him and beat him down until he surrendered. He said he just wanted to return to who he was, so that he could be with his beloved. I told him I'd help him, and sent him off to the Amazon facility where we had staff working on a way to cure him." Fury sighed as he stopped once more.

"You never did help him, did you?" Powerman asked him solemnly.

"No, I left him in a cell with metal shackles on his wrists that electrocuted him every time he tried to disappear. It was when our important projects started up; building the helicarrier and such… we abandoned the project to restore him back to normal, hoping to revisit the project at a later time, and basically… left him to rot, while still keeping alive." Fury shook his head. "I regret leaving him there, but I regret having let you five handle this, I knew he was going to outsmart you in some way. And now he's loose once again."

**Well that was a quick way of going from sad to angry.**

"Well I didn't know! He had no quarrel with us and saved us from Taskmaster!" Spider-Man argued. "Wait, how did Taskmaster know who he was?"

"Taskmaster was a part of S.H.I.E.L.D. at one point, remember? Both he and Agent Cruz worked together on various assignments. It was Taskmaster who nicknamed him 'Phantom', the name stuck to every agent who worked on Cruz's case." Fury explained.

"What happened to his wife?" Iron Fist curiously asked.

Fury sighed at the question. "She gave birth to his daughter, but eventually moved on and remarried. These details were kept secret from Cruz throughout his entire confinement; I imagine he has access to that information now."

**Gosh, what a depressing story for someone who didn't even want what he became.**

"What worries me now is that he can now control electricity based on what you've told me." Fury paced around again. "The electric shackles must've given him immunity over the course of the time he was stuck there trying to escape… which means…"

"He not only is no longer vulnerable to electricity, but he can control it now." Nova finished it for him.

"Unfortunately, yes." Fury shook his head. "We haven't a clue as to where he might be now either."

"Don't worry Fury, I got that covered, a flicked a tracking bug on him when we were in the archive." Spider-Man pulled out his GPS tracker to find him.

**Bet you didn't see me putting that on him did ya?**

However, the GPS was saying that the bug wasn't functioning.

"Spider-Man, when he disappears, anything that he hasn't created to disappear along with him falls right off. The bug must've fallen off as well." Fury told him.

"Well crap, there goes that brilliant plan." Nova slammed his head on the table.

"It's all right, I'm still very disappointed that you let him go, Spider-Man, but it's a mess we'll all have to clean up now." Fury coldly told him.

**What? But I was… I didn't know that he was that dangerous enough. Even if I didn't fully trust him, he wasn't a threat to us. **

"He promised he wouldn't go out and cause chaos. He promised me." Spider-Man remembered the promise Phantom had made.

"Kid, I doubt he cares about keeping a promise he made to you. He's harbored this hate for years. He's had more than enough time to plan this." Fury shot down the promise argument. "You all are dismissed now, I'll be putting S.H.I.E.L.D. on high alert now, to search for any sign of Agent Cruz, if we find him, and we'll have to confront him again. I'll see to sending a force to the base down in the Amazon to secure it along with the archives. In the meantime, I suggest you all rest."

"You were never really worried about the archives in the first place, were you Fury?" Powerman asked him.

"The database can be accessed anywhere. I had my agents here on the helicarrier take care of the information beforehand; the problem was we couldn't disable it from here. The archive itself still had the information. But neither did I think Cruz was still alive." Fury explained. He then turned around and began to walk out of the room.

"Wait, what about White Tiger?" Spider-Man asked.

"If you want to see her, she's down in the medical bay portion of the ship. I'll debrief her myself along with the information you four now know later." And with that, Fury marched out.

The team looked at each other. "I told you it was a bad idea…" Powerman crossed his arms.

"Ah, don't worry about it; I think Fury is over exaggerating it." Nova lay back on his chair.

Spider-Man stood up. "Well, I'll meet up with you guys later, I got to get back home, see what excuse S.H.I.E.L.D. came up with to tell Aunt May to cover the fact I was in another country overnight."

"I'm going to enjoy my Sunday as much as I can, I can't believe the weekend died that quickly." Nova sighed.

The team departed, but Spider-Man stopped by the medical wing to see how White Tiger was doing.

"I'm honestly fine! I don't understand what the deal with all these tests is!" Spidey could hear her yell from down the hall.

**Yep, she's definitely resting all right.**

He walked into her room, and saw a doctor writing stuff down on a clipboard along with Agent Coulson standing next to her bed. She was sitting up; she no longer had her costume but a patient's outfit. She had her arms crossed and looked very unhappy.

"We're only looking out for your safety Ava." Coulson sternly told her.

"Yeah, well I'm fine, Coulson. Seriously, but the frustration from these tests are unhealthy." Ava sighed. She then caught Spider-Man at the entryway.

"Peter! Please come and tell them that I really don't need these tests! They told me to rest but this is ridiculous." Ava pleaded.

"Haha, sorry Ava, can't help you there. They _are_ for your safety." Spidey sarcastically told her.

Coulson looked back at Ava, "See?"

"You're no help sometimes, Peter." She sighed.

"Very well, we'll run an analysis of your blood and re-check the wounds to make sure it's not infected and sew it up." The doctor told her, putting the clipboard down.

"Thanks, doc." Ava thanked him as the doctor walked away.

"Until you're ready to go, I'll make sure to bring your homework back from your classes every day that you miss. Don't worry; I'll make sure this doesn't affect your attendance." Coulson assured her.

"Please do! These scratches can't keep me from my studies!" she pleaded to him.

"They won't, now if you'll excuse me, I have to speak with Director Fury. Spider-Man." Coulson nodded as he walked out of the room. Spidey took off his mask and in the chair next to Ava.

"How did the debriefing go?" She asked him.

"Eh, Fury's mad that we let Phantom go. But we found out a lot… turns out Phantom is more than what we thought him to be." Peter told her, trying to remember how his story went.

"What do you mean?"

"Turns out Phantom was a S.H.I.E.L.D. agent named Cruz, he was good at his job until he agreed to be the subject in Project Vitruvian. The guy had a family and everything… long story short, Fury promised to help him but kind of forgot about him after sending him to the facility in the Amazon." Peter briefly explained it. "Fury said he'll explain it all to you when he debriefs you."

"I see, hmm…" Ava turned to look at the wall in front of her, lost in thought.

"What do you think; did we make the right decision by letting him go?" He asked her.

"You know what, I think we did. I guess it's weird for me because he healed me and all, but at the same time… I never really felt a threatening vibe from him. It was almost like he was helping us because he really wanted to; because he hoped that we would in turn, help him out… I don't know." Ava tried to figure it out.

"No, you're onto something! It did feel that way a bit! What do you think he's after specifically?"

"Well, besides names and possibly redemption, I think he's looking for a way to cure himself. I mean, at the root of all of it, that's what he truly wants. He wants to be normal again." Ava told him.

**She's right. I'm just hoping he doesn't try an extreme way of achieving that goal. **

"Hmm… You're right." Peter agreed.

"Yep."

Ava grabbed the clipboard from her bedside table and began looking through the papers the doctor was writing on. She shook her head at what she was reading.

"So what did the doctor prescribe?" Peter asked jokingly.

"I need major stitches and antibiotics because they think I might be developing an infection." She flatly told him, putting the clipboard down. "Sometimes I wonder if they know what they're doing."

"Well, they are just doing their job, Ava. They would've been the ones healing you if Phantom wasn't there." Peter told her.

"Yeah well, I wasn't fully conscious the whole time, and when Phantom was working on my wounds, I was in pain the whole time!" She sighed. "I don't know what he did, but the doctors were surprised that I was healing faster than normally… and then they drop the whole infection crap on me."

"Haha, well." Peter stood up and put on his mask. "I better get going Ava, no telling what Aunt May will tell me when I get back home, _and_ I have school tomorrow."

"Lucky you, I'd rather be in class than stuck here!" She complained.

"I'd trade spaces with you if I could!"

"Alright then Pete, I'll see you around." She smiled at him as he left.

**I'm going to miss her tomorrow in class. I can stop by tomorrow after school to see how she's doing. **

"I'm going to miss him tomorrow; I hope he stops by to see me after school tomorrow." Ava said to herself after Peter had already left.

* * *

He watched from feet away as Spider-Man walked past him towards the elevator that would take him back outside, he watched him as he entered it, and left. He carefully walked through the hall nearer to the medical bay, and slipped into the room Spider-Man had just left from.

Several doctors walked past him before hand, so he made sure to be extra quiet.

Then he saw the girl they referred to as Ava, she was sitting up, reading a magazine that was next to her bed. He took a closer look at the clipboard next to her, but she sensed his presence and stared his way. She looked around, with much caution, but eventually shook it off and returned to the magazine.

He read the clipboard, it stated that her wounds were healing abnormally faster than they normally would, and stated that they suspected there may be risk of infection.

**_Nonsense, I made sure no bacteria remained in the wound. _**

He looked at her, and began to sneak back out of the room; he had only wanted to make sure she was going to be okay.

He returned to the top deck of the ship and watched down on the city of Manhattan from the edge. He closed his eyes, continuously hearing the whispers in his mind. They were the whispers from his memories, people that he's cared about or knew in his former life still spoke to him through the whispers. He didn't know how to explain it; the experiment had given him this strange attribute. Some days he just thought it was a sign of insanity.

He thought of his wife, and whether or not she still loved him after all these years… he had given up hope that she still did during his time in solitude. He was no longer the man he once was, and it's something he's had to accept.

**_If only I didn't agree to become part of that experiment._**

The regrets poisoned his mind, but he tries not to remember the past, he's better off not being stuck in the past and would rather try saving his future. But in that moment in time, he had to remember a time where he was once content and happy with his life.

He took out a locket from one of his pouches on his belt. It was gold, but years and years of wear had caused the gold to lose its shine. It had the picture of his wife, who once meant the world to him, now a memory whose voice has continuously haunted him since the day he became Phantom.

However, the locket was his hope in the darkness of his cell; it gave him comfort when nothing else would.

He then remembered the question White Tiger had asked him before he downloaded the files on the archive computer.

**_"_****_Why did you help us in the first place?" _**Her question wrung in his mind.

He looked down at the locket, and saw the smile in the woman's face, and he suddenly remembered everything she used to stand for. She loved him because he was a good man to others, because he helped people. He closed the locket and put it back in his pouch. He had found the answer to the question.

**_…_****_because it's what she would've wanted me to do._**

* * *

"Aunt May! I'm home from my… journey to wherever I had gone!" Peter called out as he entered his home where he and Aunt May lived in. Nobody answered. "Aunt May?"

He looked around the house; everything was neat, clean, and organized. He walked into the kitchen and saw a note on the tabletop.

"Peter, I was offered to go to a bowling competition in Jersey with the gals, I understand you had to do an extra credit assignment by going to the Science Festival upstate this weekend. Strange, you had never told me, but it's okay! I'll be back Monday morning with the results of the competition! There is food in the fridge when you get back, I love you!

- Aunt May"

**A Science Festival? As tempting as that might sound, is that the best Coulson came up with to tell her? Man, I need to give him better excuses that would actually make real sense. **

He went upstairs to see it was neat and clean as well. He dropped his stuff on the floor and planted his face in his bed. "So… tired."

He slowly closed his eyes, not wanting to really sleep, but couldn't help the fact his body ached after such a long trip. He needed to rest. And so into the dream world he went.

* * *

"Peter", He heard a familiar voice whisper.

Peter opened his eyes to see he was standing in central park, looking up at a sunny day.

"Peter!" He looked over to see his Uncle Ben and Aunt May having a picnic a couple feet away from him. "You okay Pete? You looked like you were daydreaming!" His Uncle Ben smiled.

"Uncle Ben?" Peter asked, not believing in his heart that it was him.

"Yes, it's me, son. You okay?" Uncle Ben asked him.

"Yeah I… I think?" Peter stood up and looked around; it looked like a peaceful day in Central Park.

"Peter, come have a ham and cheese sandwich, dear!" Aunt May called him over. He saw the delicious looking sandwich his aunt made for him and slowly walked over. But suddenly, his spider sense wrung off.

"Wait a minute, something is wrong here." Peter stopped in his tracks.

"Peter, is everything all right?" Uncle Ben asked.

"No, something is…"

"Peter!" He turned to see Ava running towards him "Run!" He saw that Taskmaster was chasing after her.

"Come back here, Tiger!" Taskmaster threateningly called out as he ran after her.

Ava took Peter's hand and rushed him to run with her. He turned to see Uncle Ben and Aunt May; they frowned as they faded into nothing.

"Ava! We can fight him!" Peter tried telling her, but she wouldn't listen.

As they ran into the streets, Taskmaster had disappeared.

"Ava, what's going on!?" Peter demanded to know.

"The city is falling apart, Peter! We need to find Luke, Danny, and Sam!" She told him in distress.

"Where are they then?!" Peter asked, trying to calm her down.

"I don't know! Wait… I think that's them over there!" Ava pointed to the other side of the street, and Peter saw Powerman and Iron Fist trying to hold off one of the giant training robots that they used to fight with in the training room.

"Powerman! Iron Fist!" He called them, but they wouldn't listen.

The training robot blasted one of the sides of the building, causing the side of the building to fall on both Powerman and Iron Fist.

"No!" Peter cried as he saw them get crushed. Then, out of the blue, Nova flew over, trying to blast the robot himself.

"Run!" Nova yelled at Ava and Peter as he tried to hold back the robot.

Ava took Peter's hand again and they ran through the streets as more of the robots began to show up, causing mass chaos throughout the city. People started to run in all directions, not knowing what to do. Ava guided Peter towards the edge of the city, near the Hudson.

"We need to suit up and protect these people!" Peter stopped her as they reached a pier. "What are we doing here?!"

"We need to contact him!" Ava told him as she called her communicator. But nobody answered.

"Who?!" Peter asked, but she ignored him.

"Ugh come on, let's suit up!" Peter told her as he grabbed for his pack, but his costume wasn't in there. He looked up at Ava, who had suddenly put on her own costume, and then he looked at himself and realized he was already in his costume.

**What the hell?**

"Come on, he has to be here somewhe..." she couldn't finish, she looked down and fell forward onto the wooden floor of the pier. Behind her, stood Deadpool, and one of his katanas was stained with blood.

"Haha! Did you miss me?!" He laughed out loud.

"No!" Spider-Man kneeled down to check on White Tiger, but she wasn't responding. Her entire back was slashed. Deadpool had killed her.

"Oops, did I do that?!" Deadpool chuckled. "Looks like you're on your own now Spider!"

**I'm going to kill him!**

"You're going to pay for that!"

Spider-Man charged at Deadpool but he disappeared right as Spider-Man went through him, and he fell through the edge of the pier and dived into the water.

For some reason, he couldn't move while he was in the water, he looked up at the surface of the water as he began to sink deeper to the bottom, he could make out the helicarrier in the sky… but it was on fire, and it looked like it was getting closer to the city.

**It's falling from the sky! I have to stop it! I have to contact Fury! **

But he couldn't move.

He closed his eyes as though he had lost all hope, but just as he did, he saw Phantom's face. "Wake up, Spider-Man."

* * *

Peter rose up out of his bed, sweating, and realizing it was just a bad nightmare. He looked at his alarm clock. It was 5:42AM.

**Gosh, never thought I'd be happy to know none of that was real… I hate nightmares. **

He rested back down on his bed, but realized he had to get up for school here soon, so he got up and took a shower before getting dressed and readying to go to school.

* * *

Phantom could hear the whispers from Spider-Man's dream as they happened… He opened his eyes and realized he was still on the edge of the helicarrier. He pondered over what he saw in Spider-Man's dream… wondering what it meant.

**_I fear it might've been more than just a nightmare._**

* * *

I hope you guys like this chapter! :) I know it's a lot of stuff all at once, but I'm hoping Phantom's story is developed and finally give both his character and background some story as well as more of the powers and abilities he possesses. As always, feedback is always appreciated guys, and I'll be sure to write another chapter sometime this week:)


	6. Chapter 6 - Revenant Thoughts

**Chapter 6: Revenant Thoughts**

Peter felt so groggy and drained the next morning, having slumped out of bed after having the scariest nightmare in a long time. He walked the sidewalk next to Midtown High, slouching in his walk and feeling like death.

**Man, I wonder what the heck that dream was all about. Even though it was just a dream… I can't help but to have a bad feeling about it. And how did Phantom end up telling me to wake up? **

He walked through the front doors and saw the students from his class walk towards his first period class. He walked over to his locker and slammed his face on his locker. "Today is going to be a long day." He sighed.

"Peter, you okay?" Peter turned and saw his best friend, Harry Osborn, standing next to him.

"Harry! No, I feel so dead." Peter mumbled.

"Long night?"

"No, just a bad dream." Peter told him, opening his locker and grabbing his textbook for class.

"What happened?" Harry asked him.

"Ehh… It was about Uncle Ben." Peter closed his locker and started walking down the hall.

"Oh, sorry." Harry apologized.

"No need Harry, I'm just so tired. I could use an energy booster or something." Peter told him.

"Breakfast is still being served; want to go grab an energy drink?" Harry offered. Peter shook his head.

"Nah, but thanks anyway Harry." Peter thanked Harry, across the hallway he saw Sam walk past with MJ with his arm around her. He looked like he was chatting up a good conversation.

"Hey Peter! Hey Harry!" MJ greeted them both as they walked past.

"Man, you look dead, Pete." Sam obnoxiously told him.

"Yeah, just a bad dream." Peter told him.

**I really don't want to hear it from Sam this morning.**

The bell rang overhead, signaling time for them to hurry and get to class.

"See you afterwards, Peter?" Harry asked Peter as he turned to go to class.

"Sure thing." Peter turned to walk into his class, didn't bother to look at his classmates, and rested his head on the desk. His head started to throb and hurt. "Headache… Headache, go away."

"Everything okay, Peter?" Peter looked up and saw Ava in her desk with a concerned look.

"Yeah… I'm fine." He rested his head back down.

**Wait a minute!**

He looked back up at her. "I thought you were supposed to be resting from that… injury!" Peter stumbled.

"Yeah well, I kind of _snuck out_." She whispered the last two words.

"How?!" He asked her.

"I'll tell you later, class's starting." She smiled.

He shook his head as he stared back to the front to his awkward science teacher, who was writing the day's subject on the chalkboard. Peter just felt so sleepy and tired; he kept dozing off but kept reawakening in class.

"Peter, wake up." He heard Ava whisper near him. He quickly shook his head, trying to stay awake but it was next to impossible.

He looked outside the window to see the busy street across the schoolyard. There were several cars outside driving by, and the boredom hit so hard that Peter began counting them as they went by. Blue car, white car, he scanned along the street, and then spotted a hooded character leaning against a wall, with his arms crossed, staring back at him. He had a white mask.

Peter turned back to face the front of the class until he realized what he had just seen. He looked back and saw nothing in the spot where the hooded figure was.

**Was that… Phantom? No, it couldn't be. He should still be in the Amazon right now, trying to figure his way out. This is the second time he's popped up in my mind. **

He looked over at Ava was intently writing notes down, erasing lines, then re-writing them as she saw fit. She looked up at the chalkboard, then down, then back up, until she noticed Peter looking over at her. She gave him a confused look, and then he stared forward again. He covered his face with his hands, closing his eyes.

**Jeez, can this day go by any slower. **

Suddenly, there was whispering about the classroom, to his left, to his right, behind him, and even in front of him. But the teacher kept writing on the chalkboard, teaching the study. Peter looked up and the whispering continued.

"Hey, be quiet." Peter told his classmates that sat near him; they looked over at him with a confused look.

"What are you talking about Parker? We haven't said a word." One classmate said, but the whispering continued and got louder.

**Holy hell, why won't they be quiet?!**

It was irritating him beyond compare as it continued. He planted his face in his palms again, anger rushing at the sound of everyone whispering… until he had enough.

"Everyone shut up!" He shouted out loud in the classroom, and the whispers halted almost instantly.

"Mr. Parker." Peter looked at the teacher. "What is the matter with you?"

"Everyone is whispering! You haven't said anything to them!" He told him.

"Nobody is whispering, Peter." Ava told him, he looked back at her; she looked at him with even greater concern.

Suddenly, the whisper returned, but he saw that nobody was talking…

**It's… it's all in my head. **

Peter stood up and quickly grabbed his stuff. "I have to leave."

"Mr. Parker, if you leave my class, I'll report you to Principal Coulson!" the teacher threatened.

"Go ahead; I can't stay in this class today." Peter rushed out of the classroom.

"What's eating him?" Another classmate rudely asked.

Ava sighed. "I swear Peter…" she said to herself as she stood up too and gathered her stuff.

"You too, Miss Ayala?" The teacher asked, the whole classroom stared at her.

"I need to find out what's wrong with him." She told the teacher politely.

"Very well, if you do get to him, please tell him to report to Principal Coulson at once!" the teacher told her angrily.

"Alright… Jeez." She walked out in a hurry and saw Peter walking rapidly through the hallway; he kept his hands covering his ears.

**Make it stop! What's wrong with me?!**

"Peter!" Ava ran up to him. "Peter what's wrong?!"

"Whispers… in my head!" he frustratingly told her as he walked.

"Wait… like the ones we heard back at that S.H.I.E.L.D. base?" She asked him worriedly.

"I don't know! They keep whispering! Make it stop!" He walked outside and kneeled down, continuously covering his ears.

"Peter, just… calm down!" She placed her hand on his shoulder as she kneeled down with him. "I'll call the others, and we'll take you to Fury! Maybe he can help."

But then all of a sudden, the whispers stopped.

Peter looked up, and shook his head.

"What… was… that?" he couldn't believe what had just happened.

"I'm not too sure! We all heard whispering inside the archive inside the Amazon base… maybe they're connected?" She asked him.

"I don't know… I… I don't know why I keep hearing it in my head." He tried to figure it out. Ava helped him up and straightened him out.

"Jeez, you're a mess, did you get any sleep at all?! You kept falling asleep in class."

"No… I had… a bad dream." The whole whispering thing in his mind made his head hurt even more. "Now I have a huge headache."

"Listen, maybe you should go home and rest if you're not feeling too well." Ava told him. "I've got to get back to class. Maybe call Fury?"

"I might do that." Peter nodded. She smiled in his agreement.

"Good, that way you can stop keeping me from actually learning something in class!" she joked. He chuckled at it, but then just stopped to look at her.

For a moment the two stared at each other, a brief pause in their conversation, both waiting for the other to say something, but nothing could really be said.

**… ****Say something Peter, Say something!**

"Well… I should go." She nervously said. "I hope you feel better, Pete."

She turned to walk back into the school.

**Don't miss your chance! Say something to her now!**

"Ava." Peter called out at her. She stopped and looked back at him.

"You want to hang out after school?" He shyly asked her. She smiled at him.

"I'll think about it." She smiled.

"Aw come on! Please?"

"Sure." She nodded, and walked back inside.

**Yes! I just hope this hanging out doesn't include Sam and MJ showing up!**

Peter took the route back home from school, excited of his "date", but continuously wondering what all the whispers were about. He decided to contact Fury when he got home. A short call and Spider-Man was back on the helicarrier to talk to Fury.

* * *

"Whispers?" Fury asked curiously.

"I don't know Nick, I didn't even think of it until now when it just suddenly attacked me with whispers in class. I don't know what it is, it's just… Do you think it has something to do with Phantom?" Spider-Man asked Fury.

They were in the conference room, and Fury was pacing around wondering the same question.

"That's peculiar." He simply stated.

"Why?" Spider-Man asked.

"Well, remember when I explained to you about how Cruz went insane after the experiment? Saying he kept hearing whispers in his head?" Fury allowed Spider-Man to put two and two together.

**So I'm experiencing the same things? What in the world does that mean?!**

"The whole team heard the whispers when we were in the archives too! I mean, it can't just be me! I can't be losing my mind!" Spider-Man worriedly told him.

"You're not kid, I have a strong feeling that this indeed has something to do with Cruz. It wasn't the first time someone who's contacted him has had these symptoms." Fury told him.

"What do you mean?"

"Of the many reasons we abandoned the project to cure him was the fact we had to continuously rotate scientists who worked near or around Cruz. They claimed to hear whispers in their head too. After a few days away from their work, the symptoms stopped, but it would return once they were near him again." Fury explained.

"Didn't you say he could read minds?" Spider-Man asked him.

"To a degree… we discovered that he has to make physical touch with your skin to read your mind, and it has to be a present thought. He doesn't have the power to dig through your memories at that moment, but we once believed that if he established a connection with you, he could literally search through your mind like documents on a computer." Fury continued. "He's done it with the scientists, that's how he found out we abandoned the project. Some of them even committed suicide over the madness he had caused to them."

"I get more afraid of Phantom the more I learn about him." Spider-Man sighed.

"You and I both kid, but until we find out where he is and what his intentions are, we can't gauge from too much." Fury sat down at the end of the table.

"You think he's up to something?" Spider-Man asked him.

"I don't know. We scrubbed the archive at the base you went to, but he covered his tracks well, we couldn't locate what files he exactly took for himself. Everything on his project was on there, but we were sure he didn't touch anything else. What really concerns me is why Taskmaster was there in the first place." Fury brought it up.

"Phantom apparently read his mind, Taskmaster wanted the archives to sell S.H.I.E.L.D.'s secret to various buyers." Spider-Man told Fury.

"I don't believe that, because Taskmaster could have easily discovered that information in other places other than the archive."

"Then what made the archive important?" Spider-Man asked.

"I can't really explain it to you Spider-Man; let's just say there was information on there that could potentially bring the entire division down, if it fell to the wrong hands." Fury stood up and looked at Spider-Man.

"We'll keep track of it in case anything comes up. As for the whispers, I don't know who to really ask about that. I would think you could ask your associate, Dr. Strange about that."

**Hmm… that's a good idea; I think I'll go to him next about all this. **

Spider-Man stood up and shook Fury's hand. "Thanks Nick, I just don't want to think I'm going crazy, especially at such a crucial point in my life!"

"You're not. Now, is there anything else?" Fury asked him before he left.

**Ava.**

"Yeah, how is it that Ava got to come to school today when she was still in the medical facility last night?" Spider-Man asked him curiously.

"Well, after I debriefed her about everything, she asked me to leave the medical facility so that she could go to class today. The doctors re-examined the wound only to find it had already healed into scars." Fury crossed his arms. "A shocking development."

"You're joking! Ava doesn't have regenerative abilities! At least, I don't think so!" Spider-Man stated.

"She doesn't, I think it's something Cruz did for her when he patched her up." Fury suggested.

"Did he have a regenerative factor?"

"I have no clue" Fury shrugged. "We didn't exactly keep him long enough to discover what else he could do after the experiment besides disappear, reappear, read minds, and effectively fight better than he did before. Everything new we learn about him now has to be recorded in order to find out everything he can do."

"I see, he sounds more than just a mutant then if he has these powers all into one person." Spider-Man wondered.

"They referred to Subject 51 as a prototype or a hybrid to the mutations in mankind. Cruz very well might be the ultimate mutant ever created. Who knows? My job is to ensure he doesn't go massacring everyone who was involved in his creation, which you made harder for me." Fury harshly told Spider-Man.

"I said I'd help you find him."

"I know, but it doesn't take some of the weight off my back." Fury looked at his watch. "I need to get to a meeting, but thank you for telling me this Spider-Man. Like I said, talk to Dr. Strange when you can." Fury told him.

"Gotcha, Nick." Spider-man thanked him, and they both departed from the conference room.

* * *

Phantom watched as Spider-Man and Fury departed from the conference room. Anger filled his veins as he watched Fury walk away. He had trusted him for so long only to find out he would be his undoing. He overheard the entire conversation.

**_Fury is still naïve; even he doesn't know what exactly Project Vitruvian did to me. _**

He followed Spider-Man outside and watched him swing off the helicarrier back down to the city, and he watched from afar again as he did the night before.

He thought about what he had seen in Spider-Man's dream, the destruction of the city and S.H.I.E.L.D., could it mean something? Or was it really just a dream. He learned not to take dreams lightly; every night for the past sixteen years was a nightmare for him.

**_Perhaps if I connect to his mind again… _**

He tried to read through Spider-Man's mind, trying to figure out the significances behind his dream, but he tried not to do it too often, it would cause the whispering effect in his mind. Phantom, through years in confinement, learned to control the whispers in his mind. But when he enters the mind of another, the whispers of their own memories envelope them and sometimes causes them to go insane.

From what he learned, Spider-Man was still only a teenager, but could not discern his name or identity. Spider-Man had developed an interest in the White Tiger, but he didn't know how to share his feelings for her, even though the feeling was mutual.

He also learned about Spider-Man's encounters with Taskmaster and Deadpool.

**_Two wild cards in Spider-Man's dream… Both were once associates of mine. Taskmaster and Deadpool, what do they have in common that I do not know about? Perhaps I will find out the more I continue investigating. _**

Phantom stood up from the edge of the deck and disappeared out of sight once more, back to where he hid onboard the helicarrier.

* * *

Peter walked back to Midtown High shortly after school ended and found Ava talking to the rest of the team in the schoolyard.

"Peter!" She called him over as she saw him.

"Hey Pete, are you okay, Ava filled us in about the whispering thing. That's weird as hell." Luke asked him with concern.

"I'm okay but thanks Luke, I talked to Fury more about it but he doesn't know any much more than I do." Peter told them.

"If it is about a dream, perhaps speaking to Dr. Strange will help." Danny suggested.

"Fury recommended I do that." Peter informed him.

"Gah, I remember the whispers in my head when we entered the archives, that must suck having it on all the time!" Sam cringed at the thought of it.

**Wouldn't you like to have it too, Sam.**

"Apparently it only happens when Phantom is near or trying to 'connect to someone's mind'" Peter gestured the quotes. "Whatever that means."

"Strange, we left him back at that base; you don't think he's here already do you?" Luke asked.

"Not likely, but anything is possible at this point in time." Ava answered him.

"I see, still, Peter, you should see Dr. Strange when you have the chance." Danny told him.

"I will, Danny, don't worry." Peter assured him.

"You guys want to head back to the training room for some more training?" Luke smiled as he tried to lighten the mood.

"Nah, I got to go out with MJ, thanks anyway though." Sam sneered.

"I need to meditate this evening, focus more on my chi." Danny calmly told him.

"Peter, Ava! You two are always ready for training! What do y'all say?" Luke asked as he pounded his fist into his hand in a friendly gesture.

Peter looked at Ava and she returned the look, they both knew about their 'date' that she said she'd take him up on.

**Hope she doesn't stand me up and accept training over hanging out… Oh what am I saying, she loves to train more than anything… might as well give up on—**

"Luke, Peter and I had planned to hangout after school today, sorry." Ava answered him.

**Wait… did she just take hanging out with me over training?!**

"Whoa, whoa now, when did this happen?!" Sam asked obnoxiously.

"What?" Ava asked him as she crossed her arms.

"This whole thing about hanging out and the just of two of you part."

"What? We can't just hangout as teammates?" Peter added on.

**I'm going to really just… pour ice cold water into his bucket one day and laugh when he puts it on... and then take a picture of it for MJ to see. **

"Well, so much for training." Luke sighed.

"Sorry big guy, maybe tomorrow?" Peter felt sorry for him, but they trained ALL THE TIME… a break every now and then to live life a little wouldn't hurt.

"You should accompany me on my meditation." Danny happily suggested.

"Thanks Danny, but last time I did that I felt dizzy after having inhaled so much incense." Luke told him.

The team conversed a little while longer before they departed their separate ways for the day, and then it was just Peter and Ava back at his place. As soon as they got there, she took out her books and laptop and sat on the sofa. Aunt May still hadn't returned from her trip, but Peter expected her to later on that night.

"Do you ever do anything but study?" Peter asked as he sat next to her.

"I'd like to be the best I can be, Peter. I know you don't put as much efforts into your studies as I do… and still strangely pass the class… but I do for a more personal reason." She told him as she looked over her agenda.

"What do you mean?"

"Before my father died, he always stressed about my education and that it came first. When I was a child, I thought it was frustrating to have to be reminded of this all the time, but after he passed away, I realized what he really wanted me to do." She explained to him softly, trying not to reminisce on the past so much.

"I understand now, Ava. I didn't realize that was the reason why." Peter told her.

"It's okay, it's why I don't really go out or hang out with 'girlfriends' as every other girl my age does. Plus, being a superhero as your full-time job makes it hard for you to have a social life. It's like a triangle between superhero duties, academics, or social life. You can only have two, so, you can see how hard that is."

"Haha sounds about right." Peter agreed.

"Yep, anyway. I brought your homework from the classes you ditched on and the 'reprimand sheet' that Coulson wrote for you for walking out of class today." Ava handed him a homework packet and a yellow sheet of paper with the "infractions" Peter committed.

**It's a good thing Coulson knows about why I walked out; otherwise this would be a real worry on my school record.**

"Well, they're the least of my worries for now. So Fury explained to you what he explained to us? About Phantom's past?" Peter asked Ava as he put the papers away.

She glanced over at him as she began typing on her laptop. "He did, a lot of it is really… disturbing. I didn't even know S.H.I.E.L.D. used to dabble in that kind of work back then. Makes me wonder what other 'experiments' S.H.I.E.L.D. is responsible for 'overseeing'." She told Peter. "But everything they gave him… they pretty much made the perfect killer."

"That's what I said, I don't think they had any clue what they were doing when they created him, or thought about the consequences."

"They really messed him up; I don't know how they would be able to reverse that kind of transformation on a human being. In some way, I can relate to his anger. I mean, wouldn't you be pissed off if you did a favor for somebody that ended up ruining your life and keeping you locked away for sixteen years? I'd be looking for blood if I ever got out." Ava made sense of the topic, but it didn't make Peter feel any better about the situation.

**What really concern me are the whispers, which could suggest Phantom has somehow entered my mind, but until I find some answers, I can't really do anything about it.**

"True, but he seemed like such a calm person when we came across him. He even let us go peacefully, why do you think that is?" Peter asked her curiously.

"It could be that he took pity on us, it could mean that he's only after the people who truly wronged him. Maybe he's not on a direct killing spree." Ava suggested, she looked over her own homework and began multi-tasking talking to Peter and doing her homework.

"I don't know if the team would be ready to face him if he truly goes off the deep end. The more I learn about him, the more unsure I am. He handled Taskmaster like he was nothing!" Peter told her worriedly.

"I know, I was thinking the same thing. Nick did say he was vulnerable to electricity, but with his shock bracers, I don't think your shock webs could help out. The best thought to mind was that we could install heat vision in our masks to detect where he is at all times. Just because he disappears, it doesn't mean it removes his heat signature… at least I don't think so. He's still technically there." Ava's idea was brilliant but the question as to if it would work was another subject all together.

**Wait a minute; he also had some sort of sword weapon.**

"I remember him having a sheath strapped to his back, but there wasn't a sword in it." Peter remembered.

"That suggests that he uses a sword. I wonder who took it or where he misplaced it." Ava told him.

Peter nodded.

"Well, enough about that. Maybe if we just forgot about Phantom for a day, it'll all disappear from mind." Ava continued on with her studying.

"True enough. Did you want a drink or something?" Peter stood up and offered.

"No, but thanks anyway." She smiled.

"Yep." Peter walked into the kitchen to get something to drink, when he returned Ava had set down her laptop and started writing notes down on paper.

**Hmm… maybe she'd want to do something else like play video games or something!**

"You know Ava, studying wasn't exactly my idea of hanging out." Peter told her as he sat back down.

"Hmm? Oh sorry! I'm almost done, promise!" She continued writing. "What did you want to do anyway?"

"I don't know, maybe play video games or talk?"

"About?" She asked, glancing over at him.

**Uhhh…. Good question.**

"Uhm… well, are you feeling better? Fury said that the wounds healed up and already turned into scars, how was that possible?"

She put down her pencil and looked at him. "That's a good question, technically I'm still supposed to be up in the helicarrier but Fury said I was good to go back to class so I just walked out, literally." She felt her side. "It was as if I was never injured."

"I think it could've been something Phantom did for you, like use a regenerative ability or something." Peter suggested.

"Maybe, I don't really remember that much during the whole operation." She told him. "He was really polite though, an odd thing for someone with that background."

"Then again, who are we to judge him?"

"Very true." Ava agreed.

"However, you forgot who really pulled you out of the fire." Peter felt full of himself.

"Haha, no, I didn't forget. I honestly don't know how the heck that happened. But… thanks anyways for pulling me out of there, Peter." She smiled at him. "I probably would've left myself there."

"Noo, I couldn't do that now." Peter told her. "Or maybe I could, if you were meaner to me."

"Hey, I got to be sometimes. The only girl in the team and I'm smarter than all four of you combined." She joked.

"I doubt that sometimes." Peter moved in closer to her.

"Is that so?"

"Yeah…" he told her.

For the moment they stared at each other for some time, Peter felt tension from it, an attractive tension between the two of them.

**Jeez… What do I do now…? How come I can't have Sam's style and just move in for the goal? Wait, no I didn't just compliment Sam… **

She moved closer to him on the sofa, he did as well until they were right next to each other.

He looked into her eyes, and never noticed how beautiful her brown eyes were. She felt the same way about his eyes. She closed her eyes, and he did as well as they closed in for a kiss…

Suddenly, Peter's communicator beeped. "Peter, come in." it instantly broke the moment.

**Aw come on! You got to be kidding me! EVERY TIME!**

Peter looked at his communicator. "What is it Fury?!" He angrily asked. Ava just sat back and returned to her homework, trying to ignore what just almost happened.

"Kid, we found something that you and the team should look at. It's important." Fury told him.

"It's kind of a bad time." Peter sternly told him, looking at Ava.

"If I had time later to talk to the team about it, I would. But it's urgent." Fury responded.

"Alright, okay, we'll be there soon." Peter turned off the communicator.

He looked over to Ava, and she glanced back to him. "Let's pretend nothing ever happened." She simply told him.

**…****and there's the heartbreaking sentence.**

"Alright, sorry…" Peter sighed. "I didn't mean to..."

"It's fine, just go suit up, I'll go get the rest of the team together." Ava packed her things together and started to walk out the door. "Thanks for the date, Peter." And she walked out.

**Ugh… There's always something that keeps me from doing anything!**

* * *

The hooded stowaway on the helicarrier jumped down to the lower levels of the ship until he reached an available computer that he could access without detection. He carefully slipped through halls containing rooms filled with agents, until he found an empty monitor inside one of the quarters. He reappeared and closed the doorway to avoid anyone seeing him.

He sat down on the chair and tinkered with the CPU to install the removable hard drive. Once it was installed, he booted up the computer and looked through the files he had installed.

**_There's got to be something here. Something to aid my investigation._**

The screen displayed the files.

He learned more about the purpose of the experiment. Project Vitruvian was purposed by a government agency aided by S.H.I.E.L.D. to develop a solution strong enough to change a regular human into a hybrid, a mutant with various powers and abilities that could benefit the soldier in combat. The abilities included strategic thinking, the ability to disappear into thin air, extremely honed sight and hearing, and another list of powers as well.

Fifty subjects had already undergone the experiment, the first six died in the initial gassing, as their bodies could not handle the solution in its aerosol form. The rest from Subject 7 through 24 were able to survive the gassing but not the injection within the metal containing unit. Subjects 18 and 23 actually disintegrated during the de-molecularizing process.

Subjects 25 through 46 survived the metal container but died from brain hemorrhages and organ failures. Subject 47 and 48 went mentally insane and actually died two to three weeks after their experiment. Subject 49 committed suicide after the experiment. Subject 50 was the first to successfully disappear, but when he reappeared, he died instantly. His organs didn't reappear with him.

The agency decided to restructure the formula and retest it a year later with help from S.H.I.E.L.D.'s science group. Subject 51 was predicted to be successful in the experiment, but the notes under Subject 51 stated "Failure" and afterwards, a statement file popped up with S.H.I.E.L.D. officially abandoning the project and cutting its funding. Project Vitruvian had officially ended.

The names of the scientists involved were erased from the database and couldn't be retrieved.

**_No names? Damn it! Then who… S.H.I.E.L.D.'s science group?... yes… they would know what else was added to this formula that created me. _**

He closed the notes about the experiment and opened up his personal profile that S.H.I.E.L.D. kept on him. His service record along with his previous military record was all up to date. However, his status was… killed in action.

**_They have me listed as dead?... What in the world…_** **_So they did intentionally try to forget that I ever existed, and listed me as dead to cover up what really happened._**

He closed the files and removed the hard drive and hid it in his pouch. He disappeared out of sight and returned to pondering his thoughts at the edge of the helicarrier.

**_If S.H.I.E.L.D. worked on my project, then they must know how to fix it. Against my preference, I may have to seek help from Fury… Perhaps I should speak to Spider-Man about this._**

* * *

Another chapter down! As always readers, feedback is appreciated and another chapter should be out before the week is over! Thanks :)


	7. Chapter 7 - A Strange Dream

**Chapter 7: A Strange Dream**

Spider-Man swung up to the helicarrier in the sky shortly after changing over to meet Fury. The rest of the team had already shown up and were just waiting on him. The sunset over Manhattan as the helicarrier crossed over the horizon. Spider-Man landed on the deck of the helicarrier, and entered it, through the elevator, and into the conference room.

White Tiger, Powerman, Iron Fist, and Nova were already seated, and turned to see him walk in.

"Look who decided to join the party!" Nova snickered as he floated around.

"I wonder what Fury wants." Spider-Man simply stated. "I imagine you all had your evenings cut short as well?"

"Pfft, yeah. I was chilling with MJ when Fury called up." Nova sighed as he got down and leaned on the wall.

"My meditation was unfortunately cut short." Iron Fist solemnly told the team.

"I was sleeping because nobody wanted to train with me… I still ended up having to do something." Powerman shook his head. "Can never get enough sleep."

White Tiger and Spider-Man exchanged a mutual look, already knowing what the other was thinking, but she pretended like it didn't matter to her. Or rather, that's what Spider-Man thought.

**Come on Tiger… throw me a sign. Give me a chance at least.**

"Oh, I saw that look!" Nova flew between Tiger and Spider-Man. "How was the date?!"

**Really Nova? Always so nosy. **

"It was good." Tiger simply told him, kind of suggesting that Nova drop the subject.

"What happened? Where did both of you go?" Nova continued the annoying questions.

"Nova, has anyone ever told you just how outrageously annoying you are?" Spider-Man coldly told him.

"Well, now that you say that…"

"Enough, both of you." Fury stepped into the conference room. "Take your seats, I'll be as brief as I can but this is urgent for all of you to know."

Spider-Man sat next to Tiger and Nova took his seat next to Iron Fist.

Fury dimmed the lights and pointed towards the monitor at the far end of the room. A recording from a security camera of some sort was playing.

"This was from the security videos we recovered from our base in the Amazon." Fury explained to them.

The videos didn't have audio, but it looked like the central area to the base. S.H.I.E.L.D. personnel were walking around and bringing files or boxes around. It looked like a seemingly ordinary scenario.

Suddenly, an explosion occurred at the far end, and gray smoke filled up the area. Out of the rubble, shots were fired and some agents were killed. Others tried to fight back but the attackers came in large numbers. Once the intruders had pushed the agents back, Taskmaster emerged from the entryway.

**Oh my gosh… **

"We found the bodies of our S.H.I.E.L.D. agents floating in the river nearby. That is where the staff ended up. " Fury explained to them as he switched the channel to another security camera. It showed a cell of some sort with shielding to contain the prisoner. He was sitting down, seemingly looked like he was meditating. His shackles looked like they were electrically charged.

"This is Cruz's cell." Fury told them.

The power then turned off from the recording, and a few seconds later the video recording resumed but Phantom was no longer in his cell, and the shielding was gone.

"Taskmaster shut off the power in order to prevent a distress signal from being sent out." Fury explained the power loss.

**That would explain how he escaped. **

Fury switched to another video capture. It showed several of Taskmaster's agents shooting at something but there was a cloud of gray smoke. Out of nowhere they started to go down, one-by-one they were shot with some sort of electrical attack. Then they saw it… Phantom was appearing and reappearing beside the attackers, knocking them out or intentionally killing them. After he cleared them out, he then looked at the screen, and disappeared, the recording was cut off shortly afterwards.

"Well that would explain where Taskmaster's agents went." Nova commented.

The last video showed the team boarding the aircraft in the hanger at the base, and before it took off, they saw Phantom reappear behind the craft and slowly climb in. He disappeared right as the aircraft took off.

Fury turned off the recording the brightened the room back up.

**Holy…crap… Phantom stowed away on the aircraft.**

"We believe he's somewhere on the ship by now, we haven't made any landings since you came back, and nothing has flown off. So unless he can all of a sudden fly, he must be hiding somewhere on the helicarrier." Fury suggested.

"How did we miss something like that?" Powerman asked.

"I don't know, but we're staying on top of it as much as we can. We're double checking the security feeds onboard now to make sure he's not accessing our information." Fury assured them.

"What do you want us to do?" Spider-Man asked Fury.

"We couldn't find Taskmaster anywhere near the sight of the crash landing you five had in the jungle. I'd like for you all to keep an ear to the ground, make sure you're weary of whom you come across. I've issued a warrant for Taskmaster to be brought to me." Fury told them, crossing his arms. "He in fact did steal some of our information. How I know that? Because we found out Cruz downloaded only files on the project. Some of our more sensitive files were taken hours before Cruz."

**Great… Now we have to worry about both Taskmaster ****_and _****Phantom.**

"You ever considered trying to get Phantom to be on our side? I mean he did kick Taskmaster's butt last time around." Nova suggested.

"Hell no, I don't think having him as an ally would help us out one bit." Powerman interrupted.

"Whoa, calm down big guy, I'm just asking." Nova backed off.

"I did consider it, but I know Cruz still holds a lot of animosity towards us. I'd rather he be a neutral element than to aid our enemies against us." Fury calmly responded.

"Has anyone else gotten the whispering problem or is that just me?" Spider-Man asked the team.

"It's just you." Nova answered.

**Gee… Thanks Nova. **

"I'm concerned about that myself." Fury told the team. "If Cruz is here and has taken an interest in you Spider-Man, it could mean that he's trying to enter your mind, for some reason I do not know."

"I'm not going to let him get into my mind! That's just… weird!"

"Talk to Dr. Strange." Iron Man brought up his suggestion from earlier.

"Agreed. You should do it tonight." Fury told Spider-Man.

**Didn't want to do it tonight, but they're right, the sooner I get it done, the better. Otherwise I could end up as crazy as Phantom.**

"You all can return to what you were doing. But like I said, keep an eye out for anything suspicious." Fury widened his only eye.

"Haha! I see what you did there, Nick!" Nova laughed. Fury just shook his head.

* * *

"I think you and the rest of the team has got this all wrong, Tiger and I are _just _friends." Spider-Man was explaining to Iron Fist as they were walking to Dr. Strange's place.

"You and her are closer than any of us ever were when you were not a part of our team." Iron Fist told him calmly. "It is something we have inferred."

"Well, that doesn't mean anything. Besides, even if you asked her she would tell you the same thing, just friends. Trust me." Spider-Man assured him.

**Friend****_zoned_****more like.**

"We have, and she has never denied our suspicion. But neither has she confirmed it either. She simply remains silent on the subject."

**You're joking! So I do have a chance after all...Maybe!**

"Wait, so you mean she might actually have feelings… Uhm, I mean, yeah well because that means there's nothing between us." Spider-Man quickly covered it up.

"You should give her time to think about how she feels for you; allow her to express how she feels for you and..."

"Eh, thanks Iron Fist, but I'd rather not talk about it. She's my teammate, and it works better for me not to have anybody that my enemies could use against me." Spider-Man modestly told Iron Fist.

"Although that may be true, I sense it is your mind that is saying that, but your heart is saying different." Iron Fist saw past the façade Spider-Man tried telling him. "Patience, Spider-Man. In time you shall reap and cultivate the fruit of…"

**Whoa, nobody wants to mention fruit now…**

"Okay, Iron Fist. I'll stop you there before it gets any stranger." Spider-Man halted the conversation as they arrived at Dr. Strange's manor in the middle of town. Its cloaking device faded away to reveal the eloquent house with gargoyles at its front.

"The path to enlightenment awaits." Iron Fist re-quoted himself from the last time they visited this place.

As they walked through the halls of Dr. Strange's manor, Spidey heard faint whispers around the hallways, as if they were trying to enter his mind but something about the halls kept the whispers at bay.

**Must be Dr. Strange's magic mojo keeping Phantom away.**

"Spider-Man. Iron Fist." Dr. Strange appeared out of nowhere. "Pleasure meeting you two again, is there anything I can be of assistance?"

"Good evening, Doctor." Iron Fist bowed. "Spider-Man is having an issue that he would like your help on."

Strange placed his hand on his chin, "Is that so? Is everything all right, Spider-Man?"

Spider-Man went on to explain their recent mission in the Amazon and coming across Taskmaster and this former agent of S.H.I.E.L.D. named Phantom and how his mind reading abilities is suspected to be trying to enter Spider-Man's mind. He then explained the whispering effect that constantly goes on in various points in time.

"Entering minds you say?" Doctor Strange was interested in this topic. "Sounds like whatever S.H.I.E.L.D. injected into this… 'Phantom', it's given him the ability to use a telekinetic kind of energy to transfer thoughts from his mind into another's. Based from what you've told me, I think I know how you can face this problem without directly facing Phantom."

"How?" Spidey asked.

"Remember when we went up against Nightmare? It could be that Phantom is using a similar route to connect to your mind, but it's specific to your mind only. Not like the dreams of others when we entered the other dimension last time around." Strange explained.

"I see, so what does that mean we should do?" Spider-Man asked curiously.

"We must have you enter your own mind to see what this Phantom wants." Dr. Strange suggested.

**Enter my own mind? That sounds really inceptive. **

"I'll use what magic I can conjure up, but first, you must fall asleep. It is the easiest way to enter your own mind; I'll help you out from there." Strange told him confidently.

"You sure this will work?" Spidey asked worriedly.

"There's only one way to find out, Spider-Man." Strange then gestured them to follow him through the hall.

**That's not real assuring. **

Strange then entered a room that looked like something out of a therapist's office; it had a chaise lounge, along with a chair. The walls were painted a dark grey, and there was even more gargoyles within this room. However, the time to examine the room was cut short, the whispers returned with full force.

"Argh! The whispers are coming back again!" Spider-Man exclaimed.

"Quickly! Iron Fist, help Spider-Man lay down." Dr. Strange instructed and Iron Fist helped guide Spider-Man and lay him down on the chaise lounge.

The whispers filled up Spider-Man's head until Dr. Strange used his magic to send Spider-Man into the dark reaches of his mind, into his dream where he was connected with Phantom. Before long, Spider-Man stopped squirming from the whispers, and had fallen asleep.

Dr. Strange continued channeling his magic with Spider-Man to keep him awake in his mind, as long as he maintained the bridge, Spider-Man could confront Phantom.

"Fortune guide you, Spider-Man." Iron Fist consoled his friend.

* * *

Spider-Man blacked out instantly, and felt a course feeling on his chin, he had landed on something soft… grainy. He smelled the musky scent of seawater and heard the sound of tides brushing against something. He opened his eyes and sat up to see he was on a beach of some sort. Sand was all around him and the tides were coming in softly. It was sunny, but as he stared ahead, he saw a dark thunderstorm at the horizon of the ocean.

**Where the heck am I? Is this… my dream? My mind? **

He looked behind him and saw a grassy hill that had large gray rocks at the base. He stood up and looked at his hands, he was in his suit. It all felt so real, like as if he was actually there.

**I hope Strange didn't send me into another dimension. **

He looked up at the hill, and at the top was a tall pillar that seemed to be shining a bright blue beam into the sky, and to where the beam hit, it seemed to have opened a portal into another dimension of some sort.

**This is so weird, but I guess I better start figuring out where the whispers are coming from.**

He heard a series of whispers coming from the side of the beach, further along the base of the hill, and so Spider-Man followed the whispers. But he began to notice the whispers started saying true sentences and words.

"With great power, comes great responsibility." He heard the voice of Uncle Ben whisper.

**What the hell? What is this? Why is that Uncle Ben's voice?**

He followed the voices, and began to hear other familiar voices.

"I thought you were my friend, Peter." He heard Harry's voice whisper.

**No, Harry? I am your friend, Harry!**

He followed the sound of the whispers up the hill.

"I'm disappointed in you, kid." He heard Fury's voice.

**Where is this coming from? Are these like… voices of the past or something? Things that I've heard?**

"Let's pretend like nothing ever happened." He heard Ava's voice whisper.

**Okay, subconscious, thanks for reminding me what she said. **

"Where are these voices coming from?!" Spider-Man exclaimed and his voice echoed all around the dreamscape.

He heard the whispers compile next to the pillar, and fade away.

"They are the voices of your memories." He heard another voice tell him.

Spider-Man turned around and saw Phantom standing in front of the pillar, staring at him with his cold glowing calculating eyes.

"Phantom, so you're the one behind these whispers." Spider-Man crossed his arms. "Why in the world are you trying to get into my mind? Explain yourself."

Phantom turned to stare out at the thunderstorm in the distance. "You are an interesting character, Spider-Man, a superhero of the likes of which I have not seen before, in my past or in your present. I told you your generosity back in South America would not go unnoticed." He calmly told Spider-Man.

"That still doesn't explain all this, why are you trying to read my mind?" Spider-Man questioned.

"Remember when your craft crashed into the jungle, and you heard someone whisper your name in your mind?" Phantom reminded Spider-Man. "I had to create a connection to your mind to wake you up. I haven't created a mental connection to anyone since S.H.I.E.L.D. confined me. The barrier of my cell restricted that power."

"So what, you established a connection and now you play with my mind for sport? Is that what the whispers are?" Spider-Man approached Phantom until he was but a few feet away.

"Imagine yourself trying to open a book and read the contents on a single page, but as you flipped to the next page, the contents from previous pages are 'bled' onto the next page… reminding both the book and the reader of things from previous pages." Phantom illustrated.

**So what, I'm the book?**

"As I read your mind, created a mental connection, your memories bled out into your subconscious in the form of whispers. They are words that you've heard in a specific memory that has either haunted you or you remember clearly because they hold weight to your state of mind." Phantom continued to explain. "And as for the connection, I tried to sever it, and then you had your nightmare."

**My nightmare… Wait! He saw all of that?**

"You saw that? How…?"

"Like I said, we had developed a mental connection. What your subconscious did, I was able to hear or see in my own mind. I couldn't sever the connection after what I saw in your dream. It foretold something." Phantom told him calmly.

"What?"

"Pain, destruction, and a calamity that is set to befall upon New York." Phantom stared back off to the thunderstorm. "We haven't much time before the storm hits."

Spider-Man looked at the storm as well, standing next to Phantom. "Is that what that is?"

"Yes, the uncertain storm that lies ahead." Phantom sighed. "How is it that you were able to access this dream realm?"

"A friend helped me get here." Spider-Man vaguely told him.

"I see, then perhaps it is time that we meet again." Phantom turned to look at him. "In the physical world."

"Where are you in the 'physical world'?" Spider-Man asked him curiously.

"Onboard the helicarrier." Phantom answered. "Surprised they built the damn thing after all, it was only an idea from what I remember."

"Hmm… Well, I have a few more questions before I leave." Spider-Man told him. Phantom walked around the pillar and began to examine his bracers more closely, as if looking for imperfections in his armor.

"Ask them then."

"So, just to make sure, will the whispering effect stop?"

"For now, they only return when in times of insecurity in your life. The more insecure you are of things, the harder they attack. I've learned that optimism in life keeps the whispers at bay. But you don't suffer my curse; they'll go away for good after a while." Phantom answered him calmly.

**Okay, well that's good then! I guess.**

Spider-Man then looked around the dreamscape; the hill was the only thing about this small island in the middle of a vast ocean, with the thunderstorm at the edge of the sea closing in the only thing significant about it. "Is this your dream or mine?"

"Mine. This was my place of refuge for sixteen years." Phantom told him. He pointed towards the edge of the hill. A woman appeared; she seemed to be a young woman with attractive features. She had long flowing black hair, hazel eyes, and a beautiful smile. She waved at Phantom; he only stared back at her. She faded away after a moment. "It is where my memories have given me comfort in my confinement."

"Was that… your wife?" Spider-Man asked. Phantom nodded.

**Gosh… At least he still had her in his dreams.**

Other figures emerged from the edge, including Taskmaster and Deadpool, who both gave Phantom a threatening gesture before disappearing back.

"I knew both of them once upon a time, before they became the villains you know of today." Phantom told Spider-Man.

One last figure emerged from the hill's edge, a young looking, clean shaven, dark haired man. He looked to be in his early twenties at least. He was wearing a S.H.I.E.L.D. insignia on his uniform's shoulder, and beside him appeared Phantom's wife. She hugged him as they faded away.

"Who was that?" Spider-Man asked lastly.

"That was me, before I became… this." Phantom solemnly told him, looking at his hands. He then sighed. "That is why I want to return to the man I once was, to be human again."

**Man… Now I understand a little more about him than I did before… **

"Why did you show me this? Why not keep it to yourself?"

"Because your generosity proved to me that you could come to understand that I am not your enemy, neither an enemy of S.H.I.E.L.D…. I just want to be changed back. If I can have that, then… that's all I want." Phantom told him.

"I see… why not return to S.H.I.E.L.D.? If you come with me, I'll make sure they do everything they can to return you to normal, I promise." Spider-Man walked up to Phantom.

Phantom studied him, he appeared to not trust Spider-Man at first, but he looked back to the hill's edge, and took a deep breath, and then looked back at Spider-Man.

"I'll hold you to your promise. Break it, and I _will_ break you, Spider-Man." Phantom threateningly told him as the electric shocks flowed through his hands. "I will not be taken for a fool, especially by S.H.I.E.L.D."

***gulp* Better make sure Fury will accept Phantom back to S.H.I.E.L.D!**

"…and I want my sword back." He told Spidey.

"Wait, S.H.I.E.L.D. has your sword?"

Phantom nodded. "Deadpool better have not taken it, or there will be hell to pay."

"Alright, I'll make sure to..uhm.. get your sword back." Spider-Man nervously assured him.

"Good, then it is time for you to leave now." Phantom pointed up to the beam. "I shall see you on the helicarrier."

He suddenly grabbed Spider-Man by the shoulder and picked him up. "Hey! What are you doing?" Spider-Man squirmed. Phantom charged his arm up, and threw Spider-Man upwards into the beam.

* * *

Spider-Man was uplifted by the beam and sent into the other dimension in the sky, blacking out as he reached it. He heard the whispers in darkness before they suddenly ceased, and he slowly opened his eyes to Iron Fist and Dr. Strange.

"You are alive!" Iron Fist gleefully stated.

**Wow… now that was a trip.**

"Spider-Man, I sensed that you were waking up, are you all right?" Strange asked him with concern.

"I'm fine, I just… Wow! That was crazy!" Spider-Man sat up.

"What happened?" Iron Fist asked.

Spider-Man sighed. "Well, you wouldn't believe it, but I brokered a deal with Phantom."

"This should be interesting." Iron Fist stood up. "We should head back to the helicarrier."

"Right. Dr. Strange, thanks for helping me figure this out." Spider-Man shook Strange's hand.

"Anytime, Spider-Man. Just be careful out there." Strange bid his farewells to the both of them as they departed his estate and headed back to the helicarrier.

* * *

The entire team formed back up on the helicarrier hours later after being called by Spider-Man, Fury waited in the conference room as they entered and took their seats.

"Ugh" Nova floated into the room. "I was taking a nap. What does web-head want?"

"Apparently he discovered something important while he and Iron Fist visited Dr. Strange." Powerman told him.

"I wonder what they found out." Tiger was tapping her fingers on the table.

"Impatient, much?" Nova asked, crossing his arms. Tiger looked at him with an evil eye.

Spider-Man and Iron Fist walked in shortly after.

"Spider-Man, what is it that you need to tell us?" Fury asked as he entered.

**Oh boy, where do I even start. **

"Uhm… not sure how to describe this guys but… I entered my own dream." He started out.

Nova lowered his jaw. "You're joking, you dragged me out here just to tell us you performed inception. Congratulations, you want that academy award now for loser dreamer?"

"What he meant to say was Dr. Strange helped him connect to his mind to try and find out where the whispering effect originated from." Iron Fist went into detail.

"What did you find out?" Fury asked.

"I spoke with Phantom, I don't know how but I guess I rode the 'mental connection' back to him and we spoke in my subconscious. To make a long story short, I convinced him to return to S.H.I.E.L.D. on the condition that you help him find a solution to cure him, Fury." Spider-Man looked at Director Fury who raised his eyebrows.

**Please agree to it, or Phantom will have my skin!**

"Wow, Spider-Man… didn't think you could convince that guy to do anything." Tiger was surprised.

"Me neither. I appreciate the fact you asked me about this beforehand, but if he's willing to cooperate, I can definitely start a project to examine him and figure out a cure. On the condition he doesn't drive my scientists insane again." Fury was surprisingly willing to do this as well.

**Wow… well, that sure as heck saved me of a lot of begging to have to do!**

"I'm glad you agree." A familiar voice spoke in the room. The entire team broke out ready to attack, including Fury with his pistol.

Phantom appeared out of the thin air before the entire team, right next to Spider-Man.

Fury looked like he had just seen a ghost, his eyes widened in shock. "Cruz." Was all he could say.

"What's the matter, Fury? Thought I was dead, didn't you?" Phantom crossed his arms. "Hardly dead."

"Well… I'm sure everyone knows everyone so…" Spider-Man skipped the introductions but Phantom kept his gaze affixed on Fury, everyone in the room could sense his rage. But then, Fury decided to lower his weapon.

"Spider-Man, why did you even agree to this deal?" Powerman asked him angrily. "We can't trust him!"

Spider-Man looked at Phantom, who's glowing eyes looked back at him.

**I don't want to trust him either, but he really doesn't mean any harm. Well, he does now since I promised to help him but… Oh whatever, I just got to help him. By doing that, I have to trust him.**

"I trust him, Powerman, I assure everyone here he means no harm." Spider-Man looked at Phantom. "Right?"

***gulp***

"He is right, Fury. If I really wanted you dead, I'd eviscerate the foundation of your mind until you begged me to release you from your mental state of insanity." Phantom threatened him.

"I'm sure." Fury responded.

"I discovered from your files that S.H.I.E.L.D. assisted with my experiment, and even though the original creators from the agency are gone, you must have some work from that experiment. There has to be some way to reverse the changes made to me." Phantom stood at the other end of the table.

"It's not that simple, Cruz." Fury tried to explain.

"I am no longer Agent Cruz!" Phantom slammed his fist on the table. "Call me what the entire world calls me, _Phantom_, a ghost of the man I once was, the man _you_ were responsible for killing."

"I wasn't the one responsible." Fury coldly told him.

"YOU ENDED MY LIFE!" Phantom got aggressive, causing Powerman to stand up.

"You better calm down, creep." Powerman threatened him.

Spider-Man cautiously put a hand on Phantom's shoulder.

**I hope he doesn't break my arm or something here.**

Phantom took a deep breath, and calmed down. "I apologize."

"It's all right, just… try to understand we're trying to help but… we need you to cooperate." Spider-Man tried to console him.

"Haven't I cooperated enough?" Phantom asked him.

"You want to be human again or not?" Spidey crossed his arms.

**Hopefully he accepts. **

"Very well." He nodded, he turned to look at Fury, who seemed unimpressed by Phantom's burst of rage. "When do we start?"

"We just have." Fury told him.

* * *

Hope you guys like this chapter! As always, the feedback is appreciated and any questions or concerns about the story are welcome in my inbox! I'll release another chapter on Friday! Thanks everyone :)


	8. Chapter 8 - Deadpool

**Chapter 8: Deadpool**

The days following the first meeting with Phantom proved to be extremely strange around the helicarrier. Fury had Phantom under constant surveillance but didn't strictly incarcerate him in due respect to Phantom's conditions. In return, Phantom didn't do anything suspicious.

Fury kept his word and searched for the original scientists who worked on Project Vitruvian and those who tried searching for a "solution" to the mutation that was Phantom's curse. The two kept their distance however, trying not to speak or interact with each other.

Things between the team stayed stable, Powerman voiced his opinion on having Phantom onboard constantly, Nova didn't like the idea either but he didn't care about the whole situation. Iron Fist, Tiger, and Spider-Man were the only ones who openly accepted Phantom's stay on the helicarrier. He watched them train in the training room and tried to interact with the team to give them tips on their fighting strategies.

Ava and Peter didn't speak on the subject on what _almost_ happened the day they hung out, but the fact they almost kissed lingered on in both of their minds, and Phantom had constantly sensed it in both of them when they were near each other.

As far as the S.H.I.E.L.D. search went for the stolen files from the base, they discovered traces on it around the United States, being accessed by a former agent turned mercenary, Deadpool. They tried to apprehend him but Deadpool was evading S.H.I.E.L.D.'s detection. However, recent reports had him traced back to Manhattan.

About two weeks after Phantom reappeared onto the helicarrier, a team of doctors were tasked with a complete examination of Phantom's physical structure to start their examination that would lead to a step-by-step chemical investigation into his blood and see if there was a way to restructure his DNA to remove the mutations he had.

* * *

Phantom sat on an examination table as the doctors were writing things down and taking notes typing on their laptops. The lab that S.H.I.E.L.D. provided the team gave them adequate resources to be able to access all they needed for their examination.

White Tiger and Spider-Man watched from behind the glass windows that looked into the immense lab from above.

"I hope they're able to cure him." Spider-Man told her as he leaned in to take a closer look. "For what it's worth, he really didn't deserve what happened to him."

"I know." Tiger sighed. "I can't imagine how he had to deal being alone for sixteen years with his condition."

**That dreamscape was his only refuge… like he had said.**

The doctors were starting to examine his arms, asking him to lift his left arm up and then his right, they began to take a closer look at his electric bracers.

"In the dream, he had told me he would escape into his mind while in confinement to find comfort in his memories. It's just… sad that he had to resort to that." Spider-Man pointed out.

"Yeah…" Tiger looked at Spider-Man, then back to the examination.

One of the doctors tried to reach for Phantom's mask but he quickly grabbed his arm and looked like he was inflicting pain on him, an armored S.H.I.E.L.D. agent stepped in to stop him and looked like he tried to explain to Phantom that they needed to see his entire upper body without any of his gear on.

At first, Phantom looked like he didn't want to, but he nodded in cooperation.

He got off the table and turned to face the table, with his back to the doctors and to Spider-Man and White Tiger.

Slowly, he took off his mask and placed it on the table. He took off his hood, revealing his head. He had darkish gray hair from what they saw on the back of his head. He removed his tattered cape and took off his sword sheath, placing them all neatly on the table. He then took off his worn top that he wore to cover his torso, along with the silver plate on his shoulder. It revealed a heavily scarred muscular back. He placed the rest of the items neatly on the table then turned to face the doctors.

He had a beard, same color as his hair. His face was scarred, with gashes running along his cheek and cutting off the hairline. His eyes glowed white, but they slowly faded back to a normal eye with a dark brown iris. He had scars all around his chest and abdomen, but his veins popped out on his arms. Like Spider-Man had noticed back in South America, with every heart pulse, the electric shocks pulsed through his body, through the veins.

**Gosh, it looked like the experiment had really scarred his entire body, no wonder he always hides himself behind his mask… he doesn't want anyone to see what he's become.**

The doctors examined his body from there on, but he kept his gaze affixed on the two spectators, Spider-Man and White Tiger.

"I don't want to even begin to know the pain he's suffered physically." Tiger stated.

"Agreed." Spider-Man looked away, but felt Phantom's eyes still on him.

**I think now would be a good time to leave before it gets any stranger.**

"I think I'm going to go now." Spider-Man told her as he began to walk away.

Tiger watched him as he walked away. "Wait."

He turned. "Everything okay, Tiger?"

**If this is about what happened a few weeks ago… Nah, probably not.**

She was looking down at the ground as she turned to him. "Listen, I know you and I haven't really spoken much about what happened the other week and… I didn't want to come off rude about it when it happened I just.."

Spider-Man walked back to her. "I'd been thinking about it too, I just did what you told me… pretend like it didn't happen."

**Who are you kidding Spidey? You know you've been a bit crushed by what happened.**

She sighed, "I'm finding it hard to follow what I told you to do."

"You have?! I mean… really?" Spider-Man crossed his arms. "Well…"

"If you want, we could try hanging out again, maybe at… dinner or something?" she asked him nervously.

"Wait, you're asking _me_ out on a date?" Spider-Man humorously asked.

"Leave me alone, I haven't asked this of anyone ever, so… would you?" she asked.

"I think that's my job to ask."

"Well, then..." She tried to think of what else to say.

"Lovebirds!" They both heard a familiar voice from across the hallway. They turned to see Nova floating towards them.

**Ohhh my GOD! Really Nova?! You're always here at the most inconvenient time! Good god!**

"Hey! What's happening? Holy crap! Is that Phantom?" He looked through the glass, practically plastering his face on it as he looked through it.

"We'll talk about it later." Spider-Man whispered to Tiger, she nodded in agreement.

"What are they doing?" Nova asked curiously.

"No clue." Spider-Man told him.

"Meh, hope they fix him up soon." Nova looked back at Tiger and Spider-Man. Tiger looked at Spider-Man, then back at Nova.

"I uh… need to go do some homework. I'll see you guys later." Tiger walked away.

"What's with her?" Nova asked clueless as he watched her walk away.

**Jeez, wouldn't you like to know. It's always got to be you, Nova.**

"What do you want, Nova?" Spider-Man asked him.

"Whoa! Did I interrupt something?" Nova sarcastically asked. "Come on, webs, the whole team knows you and Tiger got a thing going on."

"We are _teammates_!" Spider-Man was tired of repeating it to the team.

"Oh pa-leasseee. I saw you two at breakfast the other day, practically laughing it up and staring at each other with big lovey dovey eyes!" Nova teased. "And the fact you two always, _always_ look at each other when something goes down. In a 'You're on my mind' look!"

"Okay, now you're exaggerating the point." Spider-Man crossed his arms.

"Haha, all right, fair enough." Nova stopped floating and landed on the floor. "Anyway, I'm here because Fury sent me to find you, we're going on a hunt."

"A hunt?"

"Deadpool was sighted in the city a few hours ago and S.H.I.E.L.D. was sent in to investigate, so you and I are going to go catch, _Deadpool_!" Nova explained to him.

**You're kidding, Nova.**

"How in the world do you expect to find him let alone catch him? He's insane! He would 'unalive' us at any given moment!" Spider-Man argued.

"What does that mean?" Nova asked.

"He would kill us, buckethead!"

"Ohh… Well, we should still go check it out!" Nova floated back up in the air. "I'm going if you're not! But just remember, I offered you to help!" he began to float away.

**Ugh… If Nova gets hurt it's going to be on me. But if Fury said he wanted us both to go, I guess we're on the safe side!**

Spider-Man followed after Nova out of the helicarrier.

* * *

Phantom watched as both Spider-Man and Nova left from view of the window, he had placed his gear back on, including his mask and hood. The doctors had finished their physical examination when Fury entered the lab, with his hands behind his back, pacing slowly towards Phantom.

Phantom looked at him with a menacing look.

"What have you discovered so far, doctor?" Fury asked the doctor in charge.

The doctor pulled up a clipboard. "Based on the original documentation from Project Vitruvian, the subject has increased muscular mass and strength due to the injection of the superhuman serum into his bloodstream. An accumulation of sixteen years has gradually granted him a powerful physical structure. However, we'll need a blood test to determine whether the electric pulses are generated from the electric bracers through his veins, as we have observed."

**_They are… I've told him that several times now. _**

"Did he gain immunity from the electric bracers? Could they be removed?" Fury asked the doctor.

"Your agents melded them onto my wrists, I've tried to remove them, but I couldn't." Phantom answered for him.

Fury looked at him with his eye. "What other powers can you do with those bracers?" Fury approached him.

**_More than you can imagine._**

Phantom ignored the question and just continued to stare at him.

"Fine, don't answer me. You are here because you've sought my help, in order for me to help _you_, you have to cooperate." Fury explained to him.

"I'm here because I didn't have a choice." Phantom coldly told him. "I wouldn't have sought your help if I did."

"I see." Fury looked up at the window where Spider-Man and Nova were before they left. "Spider-Man asked me if I would allow you to join their team on any minor assignments I might give them."

"Why?"

"I asked him the same thing. Apparently, he sees you as an asset to the team. Your powers and abilities would greatly benefit them, but I told him I wouldn't let you _in_ the team." Fury explained.

"I give them advice because I see ways they could improve their skills, as I did before I became what I am." Phantom informed him.

"The Cruz I knew loved to fight." Fury brought him up.

**_Stop bringing that name up…_**

"I am no longer Cruz… You don't know me." Phantom coldly responded.

"I see, well, it wasn't me who offered it anyway. Spider-Man's offer stays if you choose to accept it." Fury began to walk away.

"Where is my sword, Fury?" Phantom then spoke. Fury turned back with a bewildered look. "S.H.I.E.L.D. took it from me when I was confined."

"I know. It was… taken."

Phantom shot off the table and on his feet in a heartbeat. "Who took it?" he demanded angrily.

"Deadpool." Fury simply told him.

**_ARGH! I knew he would take it!_**

"Argh! I'm going to kill him!" Phantom walked past Fury out of the lab.

"Wait! We are not done with his testing!" one of the doctors told Fury.

"Where are you going, Phantom?" Fury asked him as he walked away.

"I'm going to get my sword back." Phantom told him as he walked out of the lab.

**_And I know just where he'll be._**

* * *

Spider-Man swung through the streets of Manhattan with Nova flying close behind him. New York was brightly lit during this cold night, and with Deadpool lose, there was no telling what the two would come across.

"Where did you say he was sighted?" Spider-Man asked Nova as he stopped on a rooftop.

"Near Grand Central Station, that's what I read in the report anyway." Nova responded as he floated next to him.

"Onwards then!" Spider-Man jumped back to his web slinging.

It wasn't hard to know something was going on with the abundance of police cruisers at Grand Central Station once they arrived. Spidey landed on a rooftop overlooking the station, Nova landed next to him. "See anything?"

"I can't see crap." Nova replied.

"You're no help."

"Hold on, let's take a closer look." Nova floated down to look through the large glass panels on the side of the station. Spider-Man swung in to look through the glass as well.

**Well, he's definitely doing something illegal.**

Deadpool was standing on top of the Grand Central Terminal clock, shooting at the police that was trying to corner him. His irritating laugh could be heard from inside. He looked to be carrying a bag of money.

"Looks like our job got a lot harder." Spider-Man swung down to street level and Nova followed.

"Spider-Man!" a cop spotted him. "There's some costumed freak in there, could you give us a hand? He's shooting back!"

**Wow, now that's a real change from the contagious "Spider-Man stinks" comment that floats around the minds of New Yorkers who watches Daily Bugle Communications, The police don't even usually trust me.**

"Don't worry man, we got this." Nova landed beside him.

"Let's just handle this smoothly, Nova. Deadpool is a dangerous adversary." Spider-Man let him know.

"You let him get away last time didn't you?" Nova obnoxiously asked. Spider-Man's silence proved his point. "Yeah, thought so. Don't worry webs; Nova is here to save the day!"

Nova rushed into the terminal.

**You're going to get yourself killed, Nova!**

Spider-Man ran in to stop Nova but it was too late, Nova had already started to barrage Deadpool's cover with his light beam. "Come out Deadpool!"

"What's this? (Haha) Is that Nova?" Deadpool saw him. "Nova! Old friend!"

**Yep, I keep forgetting Deadpool used to be part of the team.**

Spider-Man turned to the captain who was in charge of the team of policemen firing back at Deadpool.

"Captain, I'll need your men to clear out while I stop Deadpool." Spider-Man quickly explained to him.

"Spider-Man, all right. Just be careful!" The captain cleared out his men; they were quick to hold back, Deadpool was a good shot with his pistols.

**Well that was easy, looks like Deadpool was making quick work of them.**

Nova tried to blast Deadpool but he kept dodging each attack until he was able to flip up into the air and kick Nova down to the ground.

"Ow, ow, ouch." Nova complained as he squirmed on the ground.

"Hahaha, oh Nova. You never were good at trying to shoot me with your blasts in training, haha!" Deadpool turned to Spider-Man.

"SPIDEY-MAN! Oh how I've missed you old buddy old pal old…" Deadpool rushed to Spider-Man to give him a hug.

**I can see that.**

"Save it Deadpool, what are you doing here?!" Spider-Man asked as he swung back onto a wall to keep his distance.

"Awh, you're no fun! Haha, well… I'm here to collect a bounty, as you can see I've collected it." He wrung his bag of cash.

"How did you manage to run into all this mess at Grand Central Station?" Spider-Man asked him.

"I DON'T KNOW! I was walking along casually my own business when New York City's finest showed up to tell me I'm under arrest! I thought they wanted my money! I wasn't going to let them get my money now!" Deadpool maniacally explained to Spider-Man.

"Yeah… Fury kind of wants to know why you're accessing S.H.I.E.L.D.'s secret files." Spider-Man landed down from the wall.

"Is that what it was?" Deadpool wondered.

"What?"

"Oh?! Nothing! I got this big ol bag of money from our old friend, Taskmaster!" Deadpool happily explained. "I didn't really want to make this deal with him, but he offered me a price I couldn't ignore, haw haw!"

"What did you give him?" Spider-Man cautiously asked.

"Haha, I gave him my old S.H.I.E.L.D. decryption codes to access the information he stole! Silly!" Deadpool then looked at Nova. "So heheh, why are you two here?"

**So that's how Deadpool and Taskmaster are involved in this… Strange, I always thought Taskmaster was deathly afraid of Deadpool… but it looks like something's got them working together.**

"Fury has sent a warrant to arrest you, Deadpool…" Spider-Man readied his shock webs. "So, you're going to have to come to us."

Deadpool's wacky expression finally disappeared from his mask. "I'm not going to let you do that, Spidey-man."

**Crap, *deep breath* here goes nothing then! **

Spider-Man shot his shock webs towards Deadpool's face but he ripped away the web string with his swords as he charged towards Spider-Man. "I'm going to _UNALIVE _YOU!"

"Nova! Get up!" Spider-Man swung near Nova and picked him up.

"Whoa… was I out?" Nova quickly got up and flew around the terminal. "Whoa! What is he doing?…"

Deadpool withdrew his pistols and started shooting at them both. "You won't take me aliveeee!"

"Jeez, forgot how crazy Deadpool was!" Nova exclaimed as he dodged his gunshots.

Spider-Man tried to web his pistols, but Deadpool dodged his web shots just as well, until he ran out of bullets. "Crap! I'm out!" He put away his pistols, grabbed his bag and made a run towards the doors.

"Grab him!" Spider-Man shouted as he quickly swung towards Deadpool, but Nova and Spidey both ran at him at the same time, and just as they were about to catch him, they ran into each other.

"Ow… dang web-head. I had him!" Nova complained as he got up.

"Ha ha!" Deadpool kicked the doors opened and dropped a smoke bomb into the street, blinding the police that were waiting outside.

"We need to call the rest of the team!" Spider-Man told Nova as they ran out into the smoke.

"No! We can handle this! Fury can't know!" Nova exclaimed.

**Wait… I thought Fury wanted us to go do this.**

"I thought Fury knew about this!"

"Well… not exactly…!" Nova staggered. "Imagine if we brought back Deadpool in custody for Fury!"

"Nova…" Spider-Man crossed his arms.

"Yeah… well… sorry… just thought… (Sigh) call the team." Nova groaned. "I'll explain to Fury it was my fault if it'll make you feel better."

**Oh Nova, always getting in trouble.**

* * *

"Haha! Left those two suckers back in the dust!" Deadpool ran through the streets of Manhattan, pushing past the pedestrians in the streets. "Out of my way, fools!"

He looked around for a getaway car, but couldn't find anything. He kept on running until something stopped him in the street… he looked at it with wide open eyes.

On the other side of the street, a familiar character stood, Phantom, with his eyes glowing directly at Deadpool.

"So it's true!" Deadpool exclaimed loudly. He slowly began to cross the street. "Phantom is alive after all! Well, I knew you were alive I just didn't think it was true!" He then withdrew his pistols and shot at Phantom, but he disappeared into thin air almost instantly.

"Dang nab it." Deadpool dropped his pistol and bag on the ground and took out his swords. "Looks like it's going to have to be the hard away, Phantom! You made me do this!"

The traffic stopped to where the scene was taking place, and citizens were already circling around. They were taking pictures and recording everything that was taking place. It was becoming a big fight, one that people wanted to watch instead of run away from.

"Come out Phantom… Come out wherever you are!" Deadpool taunted him.

Suddenly, something hit Deadpool on the head, hard. He turned to see Phantom quickly attack him with his electrically charged fists. Deadpool tried to deflect his attacks but… he couldn't see Phantom's arms, they were invisible!

Phantom countered Deadpool's sword swing and kicked him in the groin, kicking him backwards. "You took my sword, Deadpool." He said as he looked over him. "I want it back."

Deadpool was lying on the ground with both his swords still in his hands. "All this, for your stupid sword!?"

He jumped to his feet, raising his sword at Phantom, ready to attack him. "You're going to have to do a lot better than that!" Deadpool chuckled as he attacked him again.

Overhead, a Daily Bugle Communications news chopper flew, recording the entire scene.

Phantom disappeared and reappeared constantly as he fought Deadpool for a second round, keeping his distance but dodging Deadpool's aggressive swings. "Keep still, Phanty!" Deadpool swung but couldn't hit him.

* * *

Just then, Spider-Man and Nova came to the scene. "Holy crap! Phantom! What are you doing here?!" Nova asked him.

**Yeah, no kidding, what the heck is he doing here?!**

"Deadpool took my sword." Phantom simply told the two. "I intend to get it back."

"Good luck on that!" Deadpool swung at him again; his attacks were becoming more desperate with each passing second. But Phantom was keeping his rhythm by disappearing and reappearing at the right time to counter his sword swings.

"Uhh… so do we watch?" Nova asked him, realizing the confusion of the conflict. The crowd of New Yorkers formed a circle around the two fighters; it had become a center of attention.

**I guess so for now, as long as somebody is stopping Deadpool, but Phantom seems to be handling himself well.** **I'm glad he finally got out of the helicarrier for once.**

Tiger, Powerman, and Iron Fist shortly arrived to the scene minutes later. "What's going on?!" Powerman looked at the scene. "Is that, Phantom?"

"And… Deadpool?" Tiger finished the question.

"Yep… Grab a seat, round two is going at… eight minutes now." Nova looked at his watch.

Deadpool was getting tired at this point; Phantom had stressed him beyond compare. "Okay Phantom! You've made me really angry now!" He looked towards the crowd and spotted a young, dark haired girl. He started to walk closer to her and snatched her up out of the crowd. She screamed for help.

**Oh no, Deadpool, don't you dare kill her!**

"Deadpool! Let her go!" Spider-Man called out at him.

"You back off, Spidey!" Deadpool held his sword at her throat. "Come out now Phantom! Or I'll place another death onto your conscience!"

Phantom reappeared in front of Deadpool.

"There you are!" Deadpool chuckled. "Now that I have your attention…"

"Please help me!" The girl's eyes filled with tears.

"No, no, no, keep quiet my dear!" Deadpool placed his hand around her mouth.

"Don't hurt that girl." Phantom coldly told him.

"Or what Phantom?! Don't think you can beat me like you did Taskmaster! He's still very mad at what you did to him! But don't worry; he'll take care of you yet! As for you and I…"

Deadpool took a look at the girl. "I'm going to…" He stopped himself.

A paused look came across Deadpool's expression… looking like something wrong had just happened. He dropped the sword, and stood still in place, reaching for his head. The girl pushed herself off his grip and ran back to the crowd. "What is… what is going on?!" Deadpool cried out.

Phantom approached him slowly, picking up the sword he dropped, examining it, and placing him back in the empty sheath on his back. "You are still a weak-minded fool, Deadpool." Phantom told him with anger in his voice.

"No!" Deadpool grabbed his head. "The whispers!" His head was throbbing, causing him to stagger about. "Make them stop!" He fell down to the ground, bashing his head on the ground.

Spider-Man and his team rushed in. "Stop the whispers, Phantom!" Spider-Man ordered him. Phantom looked back at him, but ignored him. He knelt down to Deadpool.

"How does it feel to have your mind torn apart, Deadpool?" Phantom sadistically asked him.

"Gargh…you bastard! Make it stop!" Deadpool cried.

"I'm taking you in, Fury will decide your fate. If you object, I'll make sure you go completely insane." Phantom threatened him.

"Fine, I'll do whatever you want! Just make the whispering stop!" Deadpool was just about ready to crack out of madness.

"Very well..." Phantom lowered his head.

Within seconds, Deadpool calmed down, and just laid there on the street with the entire crowd watching. "Good god, that was… wow!" Deadpool exclaimed as he hopped back up wearily.

Powerman grabbed him up by the collar. "You're washed up, Deadpool. I can't believe you'd let a guy like Taskmaster in to that information."

"Ahh, yes well… didn't know you could still do that, Phanty!" Deadpool looked over at Phantom.

"You never learned to stop underestimating people." Phantom coldly responded.

* * *

The police created a perimeter around the scene and blocked the street off as they shooed people away, keeping only the girl that was snatched out of the crowd by Deadpool as a witness. S.H.I.E.L.D. showed up shortly after to arrest Deadpool. Fury wasn't with them, however.

Phantom was watching Deadpool get cuffed by the armored S.H.I.E.L.D. agents. "Awh come on guys, let me talk to Nick! He'll straighten this out for me!"

**Jeez Deadpool… even when defeated, you still won't shut up.**

Spider-Man walked towards Phantom, separating from the team.

"Where did you come from, Phantom?" Spider-Man asked as he stood next to him. Phantom was constantly watching Deadpool.

"He took my sword. I wanted it back." Phantom simply replied.

"All this for a sword?" Spider-Man was confused.

"That's what I said!" Deadpool complained as S.H.I.E.L.D. agents were taking him away in cuffs.

"It's… a special sword. It feels good to finally have it after sixteen years." Phantom crossed his arms. "It's worn but, I can fix that."

"Well, as long as you're good." Spider-Man watched as Deadpool was thrown into a S.H.I.E.L.D. jet. The team gathered around Phantom.

"Thanks for helping us out back there, Phantom. Err... But we had it handled." Nova brushed off his shoulder.

"Obviously." Phantom let out a small chuckle.

**Whoa. Did he just laugh? That's really weird! **

"Well yeah, you just didn't see me blast him back at the train station." Nova felt superior.

"Perhaps you shouldn't rush in as you did. Rushing into a conflict is far more risky than anything else, especially if you don't know all the elements to both the environment and your enemy." Phantom gave him advice.

Tiger looked over at the girl who was talking to an agent, then back at Phantom. "What happened back there? What did you do to Deadpool?" She asked him. "Sounds familiar as to what you did to Spider-Man."

"Not exactly. Spider-Man, the whispering effect for you was a result as to me reading your mind. What I did to Deadpool was the opposite; I filled his mind with my own memories." Phantom vaguely explained.

"You mean you created a mental connection to him?" Spidey asked.

"Yes, except he received what I was sending to him. Everything he was hearing was coming from my own mind." Phantom answered.

"Wait, wait. Let me get this straight." Nova interrupted. "You mean to tell me, Deadpool was hearing what you were hearing in your mind? You constantly hear whispers?"

Phantom slowly nodded.

"How have you learned to control that?" Nova wondered.

"Optimism…" Phantom simply answered. "…a very hard thing to be when you're locked in a cage."

"That is a very good thing to learn from." Iron Fist contemplated.

"Hmph. If you're so optimistic, why do you look down on your mutation so much? You make it seem like you're a monster just for being a mutant. You don't see us complaining." Powerman struck a low blow with his words.

"Powerman…" Tiger shook her head.

Phantom just stared at Powerman with his glowing white eyes, not in a threatening way, but as if he were trying to figure out an answer to his statement.

"You are right, Powerman. I shouldn't see myself as a monster simply for being a mutant." He calmly told him. "In some ways, this is truly a gift. But…" Phantom took a deep sigh. "…I've lost a great deal for having accepted this gift. I lost everything."

Phantom looked down at the ground, then back up at Powerman. "You wake up in the morning knowing your purpose. The purpose to save lives, to be a part of your team, to be there for your team. I've woken up every morning for the past sixteen years with no purpose to live at all. I don't complain about my life, not for once have I complained. I don't have room to anymore."

With that, Phantom left the team to where they were and approached the young lady the agent was talking to earlier. The one he had saved from Deadpool.

"Jeez, Powerman, I know you don't like the guy but did you have to make that comment?" Spider-Man asked Powerman.

"I don't know I just… I don't think he's all there, you know?"

"You should keep in mind all the pain he has suffered. He does not mean us harm." Iron Fist tried to reason with Powerman. Powerman just looked over to where Phantom was.

* * *

"Are you all right?" Phantom asked the young girl. She looked frightened as he approached her, but as she kept her distance, she nodded.

"Yes, thank you… for saving me." She nervously told him.

"There is no need to fear me." He assured her.

"It's not that, it's just… what you did to that guy." She told him.

"I see… I apologize that the conflict between he and I put you in danger." Phantom solemnly told her.

"It's fine. Just… traumatizing, but I'm okay." She smiled.

"I'm… Phantom." He extended his hand towards her. She looked at the electrical pulse emanating from his bracers. He noticed and quickly withdrew his hand.

She smiled again, "I'm Rachel."

"Well, it is nice to meet you, Rachel. I assure you, no harm shall come to you anymore." Phantom assured her.

"Thank you."

They continued talking about who Deadpool was and who he himself was, and it turned into a short but bliss conversation.

* * *

"He truly does have some good in him then." Tiger said as she heard the conversation between Phantom and the girl he had saved. Spider-Man was standing next to Tiger; the others had left to escort the jet containing Deadpool back to the helicarrier. Spider-Man and Tiger had to ensure Phantom returned as well.

"I suppose so. He's definitely not a bad guy." Spider-Man assured her. "Just a very lost good guy."

"Yeah. I can name a couple of those." She glanced at Spider-Man.

**Ohhh… I see what she did there!**

"Yeah, I can say the same for some girls as well." He returned the saying.

Tiger giggled.

"You know what I wonder though?" She asked Spidey.

"What's that?"

"Why hasn't Phantom tried talking to his former wife? I mean Fury says they're still alive. If all this is to bring his old human self back, then why not try talking to her of all people?" Tiger wondered.

"That's a good question, but maybe he's afraid for her to see him like that. I'm starting to wonder if he even knows he has a daughter." Spider-Man brought up the information Fury shared with them earlier.

"I don't know. He's a hell of a good fighter though, I'll give him that. And his advice can surely teach Nova a thing or two about his strategy. That's for sure." Tiger stated.

Phantom said farewell to the girl, and she walked away. He just stood there as he watched her leave, and turned to face Tiger and Spider-Man. He walked towards them. "Is it time to leave yet?" He simply asked.

"You happy you got your sword back, big guy?" Spidey hoped for a yes.

"I am. Now I'm definitely unstoppable with my sword." Phantom coldly told both of them. They stared at him in shock.

"That was a joke, of course." Phantom chuckled again.

**Jeez, now it's really weird when he does that.**

"Alright then, it's time to get going." Tiger turned on her communicator.

"Wait, there is something Spider-Man wishes to speak to you about." Phantom interrupted. He looked at Spider-Man. "Something about a date."

"How do you know…?" Spider-Man was shocked. Phantom tapped his head with his finger.

"Mental connection, remember?" Phantom reminded him. He then turned around and walked away to a side of the street to wait.

"Well, looks like you can't keep your secrets in your head anymore." Tiger humorously told him.

"Yeah… I hate that guy." Spider-Man shook his head.

"You can't blame him for helping you." Tiger smiled behind her mask.

"Soo… yeah…date." Spider-Man looked down at the ground. "I was wondering, maybe…"

**Come on Spidey, you asked her once, you can ask her again!**

"Dinner? Downtown?" Spider-Man stammered.

**Two words. TWO WORDS. That's all you could say?!**

Tiger nodded. "I'd love to."

"Really?"

"Really, really." She nodded again.

***whew*! Shortest way to ask someone out on a date ever.**

"Come on, web-head. We got to get back to the helicarrier." Tiger ushered Spider-Man to come along, and Phantom sensed it was time to go as well.

On the ride back via one of S.H.I.E.L.D.'s jets, Phantom continuously stared at Spider-Man from his seat.

"What is it, Phantom?" Spider-Man asked him.

"Two words, Spider-Man. You asked her on a date with two words…Impressive." Phantom's smile was expressed behind his mask.

"You have no idea how much I hate your mind reading ability." Spider-Man sighed.

* * *

Thanks for reading guys!:) I hope I described the combat scenes well enough! I proofread it for any missing dialogue, but just write some feedback in case something was off!:) Another one should be out here soon, maybe sometime this weekend! As always, feedback is appreciated! Thanks everyone :)


	9. Chapter 9 - Heartbreaker

**Chapter 9: Heartbreaker**

White Tiger, Spider-Man, and Phantom all returned to the helicarrier, and entered the conference room. Fury was already sitting down at the other end, but neither Powerman, Nova, nor Iron Fist were anywhere to be found.

"Hey Nick, Uhm… where's the rest of the team?" Spider-Man asked Fury, who was writing something on some papers. He glanced at them then back to his work.

"I let them go back to their rooms after they brought me Deadpool." Fury sighed. "Saved me a lot of work but at the same time granted me a lot more."

"What do you mean?" Tiger asked him.

"Spider-Man, both you and Nova created chaos at the station and in the street, now I have to make a report in order to clear things up with both NYPD and City Hall about Deadpool. It's so much bureaucratic crap to have to clear out." Fury frustratingly explained.

"I see, well… where is Deadpool now?" Phantom calmly asked him.

Fury clicked on something and something was displayed on the screen next to the table. It was a camera feed, and Deadpool was confined in a cell of some sort. He was in a straitjacket, squirming around and looking around the area.

"He asked me why he was arrested; I was going to interrogate him here within the next hour. According to our data team, he gave Taskmaster the decryption codes to the classified files he stole." Fury told them, sighing at the end. "However, I have a feeling it isn't Taskmaster who we should be looking for."

"Why do you feel that?" Phantom questioned.

"Taskmaster isn't one so clever to want to bring down the entire S.H.I.E.L.D. using information. I have a feeling someone else is behind this whole plot." Fury contemplated.

**I can't really name anyone who has that kind of power or capability. Taskmaster is picky about who he works for. He's not like Deadpool who doesn't honestly care at all. **

Phantom stood staring at the video image of Deadpool; he had stood up and started to bash his head on the wall. Several armored S.H.I.E.L.D. agents entered the room to stop him but he started to run around his cell, causing a small but short-lived chase where they ended up tackling him.

**Oh Deadpool…**

"Taskmaster once spoke about the wrong things S.H.I.E.L.D. had us do." Phantom looked at Fury. "You can't deny that this organization has dabbled in unpopular activities. You've wronged a lot of your own people… including Taskmaster and I."

Fury looked away; he stood up and paced around the room. "I wasn't director back then." He simply told him. "I wasn't in charge of the missions you both went on."

Phantom shook his head. "In some ways, I see why Taskmaster would want to bring you all down. You've caused him a lot of grief."

"He tried to recruit me once." Spider-Man spoke out; remembering the time Taskmaster was disguised as his gym teacher.

**Man, it was so weird fighting someone who knew to copy your every move. **

"I remember that!" Tiger pointed out.

"Because he saw the potential you both have, Taskmaster is nothing if not able to recognize true skills. When he realized S.H.I.E.L.D. was up to no good, he left to become a mercenary." Phantom shook his head. "I can't vouch for Deadpool, he's just insane."

"You sound like you're praising Taskmaster." Fury placed his hand on his chin.

"No, I'm merely pointing out that you shouldn't be surprised at what he's doing. I suspect he's been planning this for years." Phantom informed him.

**Fury's right. It's almost as if Phantom agrees with what Taskmaster is doing… **

"I see." Fury shook his head as he returned to his seat. He glanced over at Tiger and Spider-Man. "You two are dismissed, come see me tomorrow after school."

"What about Deadpool?" Spidey asked Fury. Fury looked at Phantom then back at Spider-Man.

"I'll interrogate him first thing in the morning, I want you both there to help me piece this mystery together. He'll be safe in his cell for now." Fury assured them.

"For now." Phantom murmured to himself.

"Alright then, Nick. See ya later." Spider-Man and Tiger left the room, leaving both Phantom and Fury in the conference room.

* * *

Phantom sat down on the other end of the table, studying Fury as he did his paperwork. Fury glanced over at Phantom multiple times with his eye as he shifted to another paper.

**_He doesn't trust me, I can sense it. He suspects I sympathize with Taskmaster…_**

"You did a good thing by stopping Deadpool." Fury simply told him. He grabbed the remote and switched the video display to a feed from Daily Bugle Communications. "You earned some reputation in Manhattan."

"Today, New York city stood witness to a battle in the streets with a masked mercenary named Deadpool against a hooded character eye witnesses called 'Phantom'. He appears to be working closely with S.H.I.E.L.D. and that wall crawling menace, Spider-Man! He stopped the crazed lunatic, Deadpool and saved a young girl from being taken hostage! A lot more than what Spider-Man did, just standing there as it happened! It took this new hero, Phantom, to stop this madman!" A video feed from a helicopter recorded the entire fight. A mustached man named Jonah Jameson was heard on the entire news feed.

"He's not a fan of Spider-Man." Fury added.

"I'm no hero." Phantom was more concerned with what he said. "I've never been one."

"You saved that girl, which says otherwise." Fury signed another piece of paper as he spoke.

**_That says nothing; it only says that I looked out for her life. I don't need to be a hero to look out for others._**

Phantom took out the locket from his pouch, and looked at his wife's picture within it on the table. Fury glanced over, and saw it.

**_She once promised me that she would never stop loving me… that I would always be her hero…_**

"You miss your wife don't you?" Fury calmly asked him. Phantom's eyes shifted from the locket to him, to the locket and back to him.

"She once said she would never love another…" Phantom closed his eyes, remembering that night.

"I know… I was there." Fury sighed.

Phantom remembered that night… so clearly. After he had fought Fury and his company of agents, he was stunned and no longer able to fight after being electrocuted…

* * *

**_Sixteen years earlier…_**

Phantom was on his knees, clutching the cold and wet grass in front of him, facing down. Fury stood over him, with his pistol trained on him, along with the other S.H.I.E.L.D. agents who survived the fight with him.

He looked up, the sky was dark, and it was heavily raining over the whole area, the grassy fields of the rural side in New York. It was where his family lived.

"Please… help me…" Cruz whispered loudly to Fury as tears fell down his mask. He slowly took it off and put it away, revealing the scarred face of Agent Cruz.

"I would if you would cooperate!" Fury angrily told him.

"I will!" Cruz stood up, but the rifles around him followed his every movement. "Just please… change me back!"

Fury looked into Cruz's eyes, trusting him on this. He called his men to lower their weapons, and so they did. "You'll have to come with us then, Cruz; we're going to run tests on you. We'll then see if we can develop a cure for this."

Cruz looked back at the woman on the porch of a small white house, she was wearing a yellow sundress, and she looked frightened. He looked back at Fury. "How long will it take?" he desperately asked.

"I don't know… I promise you, it won't take too long, but the sooner we turn you in, the faster we can start the process." Fury assured him.

"Let me… let me say goodbye to my wife then." Cruz begged him.

Fury looked at his watch, then ushered one of his men to come closer. "Make it quick." He told Cruz. The agent was told to follow Cruz to the porch.

"Thank you!"

Cruz slowly walked back to the woman on the porch, she slowly kept her distance as he stopped on the step. He took off his hood, revealing his entire head.

"Maria, I… I need to go; I don't know what they did to me but…" He tried to explain to her, but he didn't know how. "They're going to help me change back, my love! I promise I will return soon!"

"Alejandro… I know, I shall be waiting." She sadly told him with tears in her eyes. "Wait… wait here." She quickly ran into the house.

Cruz looked back at where Fury was, Fury checked his watch once more. In seconds, Maria returned with a golden locket in her hand.

"Hold onto this." She told him heartily. "To help you get through this!"

"Maria, this belonged to your grandmother, I can't take this…" he objected.

"Keep it! Just… promise me to return soon!" she slowly handed the locket into his hands. He clutched it in his hands.

"I promise, my love." He assured her.

She had tears in her eyes as she reached in to kiss him one last time. "Please come home soon!"

"I promise."

He heard steps behind him, Fury came up beside him and placed a hand on his shoulder. "It's time to go, Cruz."

The agent behind Cruz handcuffed him, and shoved him away. Cruz budged back to look back at her as they took him away. "I love you!" he cried out to her as the rain poured heavily down on him.

"I love you, too!" She cried back as she placed a hand on her stomach.

* * *

Phantom opened his eyes, awakening from his memory. He looked up and saw Fury still writing on the stack of paper he had in front of him. He looked down on the locket and saw Maria's face, closing it abruptly as he put it away.

**_I…I must ask him where she is._**

"Where is my wife?" Phantom's words broke the silence between them. Fury looked up at him, as if a bit taken back by the question. He hesitated for a moment before answering the question.

"She moved from where you two had lived… moved here to the city where she found a better job." Fury informed him. "She is still alive, and well."

"She became a nurse?" Phantom inquired.

**_That's what she had wanted to be…_** **_She wanted to help people._**

"No… she's a lawyer I believe, working at one of the best firms in the city." Fury told him.

"Oh… I see…" Phantom put the locket away. "Perhaps… it is time I return to her."

Fury shook his head. "I don't know, Phantom… Sixteen years is a long time, much has changed."

**_No… She said she'd wait a lifetime if she had to… I still… I still love her. _**

"But I still love her, Fury." Phantom stood up. "I promised her I would return to her. If I know her, she would still be waiting for me... She said she would!"

Fury sighed. "Perhaps it's best if you forgot about her, Phantom… Concentrate on the testing, help the doctors figure you out so that we can change you back to the man you were."

**_He still doesn't understand._**

"I've waited sixteen years for you to change me back… I made a promise to her that I would return as the man she loved, human again. There is no point for me to become human again if it is not to be with her…" He explained to Fury as he started to walk out of the room. "I don't need your help, I'll find her myself."

And with that, he left without another word.

* * *

"Ugh… Deadpool is so stupid sometimes, I swear." Tiger complained as Spider-Man walked her back to her room on the helicarrier.

"Tell me about it. Was he always like that when he was teamed up with you guys?" Spider-Man asked her.

"Not really. He was really cool back then, always teaching us tricks and moves to learn from, but he was always a level of insane. I spoke to him when I could but he always tried flirting with me. It came to the point I couldn't say hi to him without him saying something that related dinner and a date so…" Tiger shook her head in frustration.

"Flirting huh?"

"Ha ha, noooo… I mean yeah he's a badass but not dating material." Tiger sarcastically chuckled. "I don't think even he knows how many women he's been with."

**Okay, so he's just a badass to her, not 'dating material'… like me I hope….but does that mean I'm not a badass?**

"I see! So let me ask you this, have you noticed the whole team thinks we got a thing going on? I mean it's crazy right? Ha ha." Spider-Man brought it up.

"I know, Powerman was asking me about it the other day after one of our training sessions." Tiger stopped at her room, opening her door and entered.

"Mind if I come in?" Spidey asked her politely.

"Well… Yeah why not." Tiger let him in.

Spider-Man took a seat on her comfy chair; she had a desk to where she kept all her books and notes from class. She also had family pictures on her wall, all personal belongings he remembered she had when she moved in along with the team at his place while the helicarrier was being rebuilt.

"What did Powerman say when he asked you?" Spider-Man asked as Tiger walked into her closet to change out of her costume. She talked to him from inside.

"He asked if there was something going on between you and me and I tried to give him the whole 'we're just teammates' excuse but he just laughed and said that's exactly what Spidey said and walked off with Nova."

**Nova ****_would_**** be the one who does not rest until we admit to everyone that something is going on between us. However, even if that were true, if Fury found out, he'd have a fit over teammates dating each other. That's why I tell everyone we're just 'teammates'.**

"Iron Fist asked me about it while we were walking to Dr. Strange's place the other week, he keeps saying I need to be 'patient' and learn to cultivate fruit like a master, or something crazy like that." Spider-Man mocked Iron Fist for a moment.

"Fruit? Wow." Ava walked out in her night attire, a black tank top with silk bottoms. She wore her amulet around her neck. "Danny's a strange one but at least he's not a gossip freak like Sam and Luke can be."

"Ha, it brings the question as to how you manage as the only girl in the team." Spider-Man chuckled.

"Jeez, I wonder sometimes. You're all a bunch of idiots sometimes, but you're all also my family. I try looking out for each of you all as best I can but… sometimes you guys really make me wonder if you're genuinely dumb or not." She sat on her bed and reached for her textbooks in her book bag.

"Yeah but you can't blame us but for so much! Most of it comes from Nova anyway!" Spider-Man pleaded to her.

"Yeah true…" Ava started to flip the pages in her notebook as she began to study.

"So… this is all you do at night?" Spider-Man asked a little while later as he watched her study. She looked up at him in surprise.

"Pretty much, I've never cheated on a test, unlike you and Sam at every biology exam." Ava reminded him of the other day when she caught them both looking off her exam.

"Well… not really our fault you see!" Spidey tried to cover that up.

"Uh huh." She returned to her studying, but then remembered about something. "So where do you want to go eat for that date?"

**Totally forgot about that for a second! I'm not even sure where myself!**

"Uhm… I'm not too sure." Spider-Man tried to think of something. "We could go to that restaurant Aunt May and Coulson went to that one time…"

"Can we _afford_ to go there?" Ava logically asked.

"I mean if you want we could just go to the burger joint and call it a date. It doesn't have to be fancy." Spider-Man crossed his arms. Ava gave him a smug look.

"No need to be smart now. Hmm… there is a Latin restaurant I've been curious to visit." She suggested.

"I've never really had Latin food besides a taco and a burrito at lunch." Spidey told her.

"Well, Sam cooked _some_ Latin foods for dinner when we all lived together at your place. But not too much though." She brought up Sam's rice and bean dish and the fried plantains he made one day. "But you have to try more variety!"

"Ha ha, alright then, I'll take your word for it." Spidey looked at his watch and realized it was time for him to go. "I should get going, Ava, thanks for the talk though. I'll see you tomorrow in class."

**Really web-head? You don't want to walk away so soon… Ugh but it's getting late.**

"Wait." She stopped him once again. She got up from her bed and walked over to him, and gave him a big hug. "To make up for what I said the other day."

**Well… a kiss would've been…**

She kissed him on the side of his mask, just like she did back at that S.H.I.E.L.D. base when she was wounded.

**…****much better.**

"Goodnight, Spidey." She smiled as she closed her door.

"Goodnight… Ava." He smiled back.

**Ahhh… Spidey you're the man.**

* * *

It was raining hard upon New York City this night, after the fight with Deadpool, NYPD sealed off parts of the streets to limit traffic coming through Grand Central Station. However, on the rooftops, a familiar figure stood, watching over the streets.

Phantom was searching for Maria, his beloved. He was looking for a clue as to where she may be. He was determined to find her, to fulfill the promise he made to her sixteen years ago.

He reached the street level of an abandoned alleyway, and walked through the pouring rain as it came down. It was cold, but it didn't stop him.

**_Fury said she was a lawyer with the best firms in the city… Most good lawyers would usually post themselves on a website to advertise their legal service._**

Phantom disappeared into the air as he reached the crowd filled sidewalks of Gramercy. He felt strange as he did walking through the streets of Manhattan once more. He figured the best way to start his investigation would be to access an internet café, where he could access the internet and search for her there.

He found one across the street, and slipped in through the front door. The front desk didn't even notice him walk in and he sat on one of the empty computers they had inside the little internet café. The scent of fresh coffee brewing in the room filled the room.

He used his electrical pulse to access the computer without a login, and then connected to the internet.

**_These machines are far inferior to the computers S.H.I.E.L.D. uses…_**

Phantom typed in "Maria Cruz lawyer Manhattan area" and several lawyers with first name Maria popped up but nobody named Maria Cruz. He thoroughly searched each website for a clue or a hint as to where the Maria he was looking for may be.

Half an hour passed with no luck. He redefined his search by looking for big firm names who have a Maria working with them. He searched until his heart dropped when he found her.

**_Allen and Herbert Legal Representation… Maria Escobar… _**

Her picture was accompanied with her contact information; he memorized the address to the firm that was in the Gramercy district as well as her mobile number and abruptly left the internet café after closing out of the computer.

His heart was racing, nervous to see her again…

**_She changed her last name… Escobar? That wasn't her maiden name… could she have… No… She couldn't have._**

Phantom disappeared into the crowd again and literally ran over to the office building within Gramercy. He was tired, but he was more determined to see her than anything else. He arrived at the office building a little while later. The front door was closed, so he was stumped, trying to figure out where to go from here.

**_She must live within the district, perhaps… I could search in the directory._**

The figure disappeared and slipped into the front security office of the building. The security officer on duty was fast asleep, so he took the time to search the office for something.

**_That door only lets identified personnel into the building unless they check into the security office, meaning all personnel have a record they keep with the security office. How do I know that? I used to work with S.H.I.E.L.D. office security before I became an agent… the best a former military member could find._**

He found a bunch of record books within the desks in the empty security office.

**_Let's see… Staff Directory…Staff Room Numbers… Personnel ID Card Information… Personnel Records, bingo._**

He flipped open the binder full of names and searched through the names, he finally found her name.

**_Maria L. Escobar… _**

She lived here in Gramercy, he memorized the address that was logged into the binder and quickly put it away before the sleeping security guard noticed.

**_The night is still early and he's already asleep… poor man._**

Having the information now, he slipped out of the security office and back out into the streets.

His heart was pounding out of his chest at this point, nervous of meeting his beloved once again, and holding onto the hope that she would recognize him and still love him. He didn't even care for what he was wearing; he was determined to see her again.

He arrived at her apartment, and looked up to the windows of the building.

**_Sixteen years is long enough… I'm coming back home to my wife._**

He entered the building's lobby area and glanced at the people that were coming through, trying to avoid hitting them because he was invisible. He accessed the fancy elevator and rode it up to the sixth floor, where he got off and searched for her room number. His hand was shaking with nerves…

…until finally, he arrived at the room.

He took out the locket from his pouch, hoping she would remember about it as well. He took a deep breath and knocked on the door, reappearing himself and taking off both his mask and his hood.

A minute or two passed before a young looking girl opened the door. She had Maria's eyes and was in her night attire. She looked at Phantom up and down and gave him a wierded-out look, "Can I help you, mister?"

**_Maria…had a daughter?_**

"Uhm… yes, is Maria h-home?" He politely asked, with the nerves shaking at him.

"Uh…yeah, sure. Mom, one of your clients from work is here to see you!" she called over to her mother. Phantom heard Maria say that she was coming.

His heart dropped as he saw her, Maria… She had aged as well as he did, but her beauty remained the same to him, she had a puzzled look when she saw the strangely dressed man that was at the door. She looked like she had just come home from work.

"Thank you darling." She thanked her daughter as she walked away, she turned to Phantom and gave him a confused look. He noticed that she had a wedding ring on.

"Uhm, who are you? Are you one of my clients from work…? I must let you know it's very rude to come disturbing people at their homes, especially after…" She went on a tangent.

"Maria…" He stopped her. "Don't you remember me…?" He was at a loss for words.

She was confused, "Are you a relative?"

**_She doesn't recognize me…_**

He reached out his hand and showed her the locket.

"What's that…" but slowly she realized… and looked up to Phantom's face. She finally recognized him. She closed the door behind her.

"Alejandro…?" There was fear in her voice.

"Yes, my love."

She was at a loss for words, but she embraced him tightly in her arms, and he hugged her as well. It was something he had only dreamed of being able to do after sixteen years. She began to cry in his arms.

"I…thought you were dead…" Maria cried.

"No…no of course not!" He let go of her to look at her tearing eyes. "I promised you I would return, I promised you!"

She continued to cry, she didn't know how to handle how she felt. "I…we had a funeral for you and… and buried you and… Oh my god… It's been…sixteen years."

"But we are together again, Maria, my love, I promised you! I waited a lifetime to be with you again!" He pleaded his love for her.

She shook her head. "I'm so… sorry! For everything they did to you and…" she cried in her hands. "I'm sorry!"

He held her in his arms and kissed her head as she pressed it against his shoulder… For some reason, his calmness through it all kept the electrical shocks from his bracers low, to the point she didn't feel them.

She let go of his embrace, and looked down to the floor to gather herself. "Alejandro…I…I'm married and…"

**_What…? I… I thought…I had hoped…_**

The expression on his face read it all to her, "I… You had promised me…" was all he could say.

"Alejandro, I thought you were dead! We all did!" The tears flowed down her eyes. "If I knew you were still alive..." she tried to caress his cheek but he kept her hand from touching him.

"I…I suffered sixteen years to see you again…to be with you again….and…" he felt crushed beyond repair… tears began to flow down his face.

**_She…didn't wait for me…_**

"I…I must go." Was all he could tell her?

"No! Please! Don't leave! Not again!" She stopped him.

He looked at the locket she had given him all those years ago… and reached for her hand, placing the golden locket in her hand. She looked up at him. "I don't want it back!"

"This locket… kept me from losing my mind for sixteen years… kept me from ending my own life out of misery for sixteen years… To return only to find out you're no longer mine." He gulped his tears. "This is something that belongs only in your family."

**_…_****_It was a mistake to have come here._**

He stepped back, and placed the mask over his face.

"They…they never cured you, did they?" She sadly asked.

He shook his head as he draped the hood over his head.

"Alejandro…I'm….I'm so sorry!" She continued to cry.

"Who told you I was dead?" he asked her.

"It was…it was that man with the eye patch that took you that day. He visited me a year later to tell me you had died…and… I…" she was so broken.

"Please don't leave Alejandro, I mourned you once already, please don't leave! God returned you safely to me! Let me.. let me help you!" She begged him.

**_I can't… I can't be saved anymore…_**

"Thank you for being the only hope when there was none for me." He told her, fighting back his own tears. "I will always love you."

With those last words, he turned around and walked away from her… walking away from the only hope he had to be with her again.

**_…_****_and now I know who it is to blame for all this…_**

"No!" she ran after him, but he disappeared into thin air before she reached him. She just continued to cry and cry. He walked out into the fire escape, and climbed up to the rooftops. He reappeared and sat on the edge of the rooftop.

He felt empty, he felt shattered, he felt heartbroken for having waited sixteen years to be with the woman he loved only to find out in the end that she was no longer his. He took a deep sigh and stared out into the horizon of the city as the rain poured heavily upon him.

"I imagine she told you the truth, huh? That S.H.I.E.L.D. had you declared dead?" Phantom heard a familiar voice tell him behind him. Taskmaster stood over him with his arms crossed.

Phantom stared back ahead, not caring at all that he was there. "What do you want Taskmaster?"

"I knew that you would be here, to see your wife, only to find out the truth from her that Fury lied to you all along about everything." Taskmaster told him calmly. "You're not the only one to have been wronged by that bastard."

Phantom shook his head. "I have nothing to say to you, now leave me alone."

Taskmaster sat next to Phantom as he looked out into the horizon. "Perhaps we got off on the wrong foot back in the jungle… I think we can help each other."

"You killed innocent people… There is nothing I can help you with." Phantom shut him out.

"Ha ha, on the contrary, those people were not as innocent as you think. They were the ones who kept you locked away, Phantom. They didn't want you to escape your cage…and most of all, Fury didn't want you out. He would've rather had you dead than to be out here." Taskmaster taunted him.

**_…_****_He's right…_**

"And now you've sought his help… Do you really think he'll keep his end of the bargain this time? No… All you want is to be human again, but if you lose what you have now, what will you have then Phantom? Maria? She's long gone… You'll have nothing."

Phantom looked at Taskmaster, "What do you suggest then?"

Taskmaster stood back up. "Join me in what I'm about to create as a plot to bring down S.H.I.E.L.D. once and for all… and since you have access to the helicarrier… that will play to our advantage… Phantom, if you help me do this, I will make sure you are cured, and I will make sure everything is amended in your name. Far more than what S.H.I.E.L.D. can promise you."

**_His offer is…tempting but…_**

"What about Spider-Man and his team?" Phantom asked him wearily.

"What about them? We eliminate them too!" Taskmaster told him.

"They're innocent; they're not even part of S.H.I.E.L.D.!" Phantom argued back to him.

"They don't trust you, and they'll do everything they can to stand in your way if given the chance. Do you want to be considered Fury's slave, or a true master of your own power?" Taskmaster reached out his hand towards Phantom. "I'm only offering this once, Phantom, are you in or not?" his other hand was ready at his pistol holster.

Phantom looked out at the horizon again… remembering the memories he had of Maria back before all this happened… He closed his eyes in pain, before replacing his emptiness with the pure hatred he had for Fury and the rest of S.H.I.E.L.D.

He looked back at Taskmaster, and shook his hand. Taskmaster gave out an evil chuckle.

"Time to make Fury pay for his crimes, Agent Cruz." Taskmaster laughed at the sound of the name.

**_Alejandro Cruz is dead… Only the Phantom exists…_**

* * *

Ugh, computer crashed halfway through typing this chapter! Hope you guys like this in-depth chapter though! J More Deadpool to come of course! As always, feedback is appreciated and another chapter should be out sometime this weekend!:) Thanks!:)


	10. Chapter 10 - Shocking Developments

**Chapter 10: Shocking Developments**

The following day after Deadpool's capture, Fury rounded up the team to observe as he interrogated Deadpool himself. Deadpool sat in his chair in a secure room with his straitjacket still over him; he squirmed around in his seat while two armored S.H.I.E.L.D. agents stood next to the door.

"I'm going to ask him basic questions as to what kind of information Taskmaster was trying to access and where his possible location could be, that's all I'm genuinely concerned about." Fury told the team as he gathered his papers.

"I guess just try to force him to tell you the answers, or bribe him. Deadpool usually takes bribes." Nova suggested.

"I know how to handle Deadpool; it's just annoying having to ask him questions." Fury assured the team.

**Although that may be true, Deadpool doesn't ****_have_**** to tell Fury anything. He was paid to give Taskmaster those codes.**

"Where is Phantom?" Spider-Man asked as he looked around. "Is he hiding in here?"

"His next examination is today, and happening right now I believe. They're going to extract tissue and blood from him to hopefully discover the mystery to his disappearing act. I'm a little concerned about him today." Fury informed the group.

"Why is that?" Tiger asked.

"He returned yesterday after leaving the helicarrier to search for his wife… I don't know if he had indeed found her, but he didn't speak to me when he returned. He just went straight to his quarters and stayed there. Maybe he found nothing." Fury answered.

"Perhaps he wasn't able to find her and was frustrated because he could not." Iron Fist suggested.

"Maybe, I just hope it doesn't interfere with his examinations." Fury looked at Deadpool through the mirrored window. "Well, stay up team; I'll go talk to him now."

**This should be interesting…**

* * *

Fury opened the door and Deadpool looked ecstatic as he saw him. "Director Nick Furaaay! I knew you'd come back! Listen, there must be this huge misunderstanding! I did nothing wrong this time!" Deadpool pleaded to him.

"Can it, Deadpool." Fury took a seat in in front of Deadpool and placed his papers on the desk. "Taskmaster accessed the files he stole from our base in the Amazon, those files were encrypted with codes only S.H.I.E.L.D. personnel possessed. You had access to these codes…I don't know why or how… but you gave them to Taskmaster. Why?"

"Why so much fuss over these codes?! Taskmaster paid me a good amount of dough to give them those codes and I didn't ask questions, understaaaand? Besides, what's the worst he could do with all that information on the blueprints and layouts of the helicarrier?! Ha ha, it's not like he has the power to take over this ship!" Deadpool lay back in his seat.

"He has that information!?" Fury angrily asked.

"Yep!" Deadpool happily answered. "Along with the location of all the critical points of the ship, there you have it! Now I want my phone call pleaseeeee!"

"You're not getting one." Fury shut down his plea.

"What?! No phone call!? At least one, come on!" Deadpool squirmed around. "Can't a guy make a call after he's been sacked!?"

"Who the hell are you going to call?" Fury questioned him.

"My lawyer! He'll straighten this all out!" Deadpool rocked his chair back and forth, the armored agents went around and kept the chair straight, keeping Deadpool still.

"Not so hard fellas! If I had my swords back, Ooooh, you'd be careful as to where you put your hands!" Deadpool humorously threatened them. He looked back at Fury. "Phone call, please!"

"Who is your lawyer?" Fury looked through his papers. "You don't have one!"

"Oooh, that's right, I don't! I still want a phone call! They have a lunch special on pizza!" Deadpool insisted.

"You've got to be kidding me…" Fury sighed.

"I'm not! It's like seven dollars for a large pizza, can't beat that deal anywhere else!" Deadpool told him.

Fury looked through his papers, shaking his head, trying to find something else to ask the mentally insane Deadpool.

"I imagine you weren't expecting to come face to face with Agent Cruz again…" Fury brought up Phantom. Deadpool's eyes widened.

"Ooooo, haha, no I knew that bastard was still alive! Taskmaster always knew! Ha ha, couldn't surprise me yet, Fury!" Deadpool laughed.

"What do you mean he always knew?" Fury cautiously asked him.

"He always _knew_ that you kept the all legendary Phantom locked away in your little base in the jungle, silly!" Deadpool shook his head. "You think Taskmaster attacked the base for the archive!? Of course not! The archive was the diversion!"

"Go on…" Fury wrote down what he was saying.

"He was actually going to try to convince Phantom to join him but it was too late! By the time Phantom got out, he was already beating Taskmaster's lackeys left and right! Ha ha, it surprised Taskmaster himself when Phantom caught up to him! He was going to try and kill him but didn't expect Phantom to be so powerful!" Deadpool humorously told him.

"Spider-Man said that Taskmaster _told_ Phantom that he was there for the archive and nothing more. Apparently Taskmaster was surprised that Phantom was even there to begin with." Fury argued what Deadpool had just told him.

"Pfft, he said that to him after they inspected his cell. They thought Phantom was dead, so he gave up on that boat and returned to downloading the files on the archive!" Deadpool corrected him. "He was surprised Phantom was still alive after believing he was long gone!"

"That doesn't make sense." Fury crossed his arms. "What aren't you telling me?"

Deadpool bashed his head on the table. "Fury darling I told you everything I know! I want my pizza now!"

"Not everything. What does Taskmaster know about Phantom that I don't?" Fury stood up and looked at Deadpool.

"Ohhhh fineeeee!" Deadpool sighed. "You're no fun anymore Nick! I'll tell you a secret because I love you so much! Taskmaster _will_ recruit Phantom into his cause! He's been biding his time because he knows Phantom is with you, but once Phantom realizes just how many secrets you've kept from him for so long… don't think he won't hesitate to kill you when he can!"

Deadpool laughed hysterically after saying all that. "Y-You think you can keep a man locked away for sixteen years, trying to cover up his existence and then ruining everything about his life?! Ha ha, noo….. One of the many reasons I left your stupid club was because I knew you kept secrets! Well guess what, Nick? It's time to pay the pied piper and live up to your crimes!"

He flipped his chair backwards trying to rip out of his straitjacket but the armored agents restrained him and kept him away from Fury.

"I've heard enough!" Fury gathered his papers and left the room abruptly.

"I just hope I'm the one to _unalive_ you Fury!" Deadpool gave his last threat as Fury left.

* * *

**Wow… Now that was a lot for Deadpool to have known… I wonder if it's true though… Is Fury really the one to blame for what happened to Phantom? Perhaps I'll talk to Phantom later about it. **

Fury entered the room where the team was and looked outside the mirrored window to see the armored agents taking Deadpool away. "I still want my phone call! The lunch special will end soon!"

"Jeez, Deadpool is truly crazy these days huh?" Powerman commented.

"Fury, what did he mean by 'keeping secrets'?" Spider-Man asked him.

"He meant nothing kid. I had the same problems with the Avengers when I worked closely with them, people just have a bad habit of not trusting me when it comes to certain things." Fury vaguely answered him.

"It sounds like it's more than that." Spider-Man suspiciously continued on his line of thought.

"Assume what you want kid, I've never lied to any of you. I have no reason to. To those I have, I did it for both their security and for the security of others; I never did it for myself." Fury defended his stance.

"I see." Spider-Man shut up.

**I'm still suspicious of it.**

"What's going to happen to Deadpool now?" Nova asked him.

"We'll keep him in his cell on the helicarrier for now until I know what to do with him next." Fury answered him.

**…****Like how he did to Phantom…?**

"I'd be careful Fury, with Taskmaster still out there, there's no telling what could happen with Deadpool onboard." Tiger informed him.

"Noted, but we're safe for the moment. If Taskmaster does try to attack, it'll have to be an inside job, and I'm running all security measures to ensure that doesn't happen." Fury assured her. "Now if you all will excuse me, I need to check on Phantom's progress."

He left the room shortly after leaving the team in there.

"I'm going to go see what's going on with Phantom as well." Tiger told the group as she left. Spider-Man accompanied her out.

"Oh the two lovebirds set to watch the examination of the masked marvel named Phantom!" Nova mocked as they walked out.

**He's going to get it one of these days, I just know it.**

* * *

Phantom sat on the table while the doctors were examining the blood they just extracted from him, he was studying them as they moved about with their clipboards and their continuous examinations of him. He felt like a lab rat of some sort. The head doctor came up to him.

"Okay, we're going to place you in that glass room over there." He pointed to a glass container type of room that looked to be for observational study. "We're going to emit both an electrical and magnetic field within that containment room to see how you disappear and reappear to gain better study of how it does that." The doctor explained.

"Very well." Phantom complied and walked over into the containment room. He looked around as the door closed slowly behind him. The doctors surrounded the glass panes to the room to study him as they conducted the observation.

"Okay, we're going to emit the electrical field now, just disappear and reappear when you see fit." The doctor pushed a button and the ground beneath him generated electricity that flowed through the dryness of the containment room through these metal rods on the ceiling.

He felt the intensity of the electric field pulsing through him, but the bracers prevented him from becoming electrocuted, he closed his eyes and disappeared into thin air through the electrical field.

The doctors examined a virtual view of the room through a computer monitor to discern where his molecules went to when they disappeared through an electrical field. They were astounded by the results to see that the molecules didn't disperse in different directions as Project Vitruvian had intended them to, they literally disappeared into nothing as if the subject itself disintegrated into nothing. When Phantom reappeared, the molecules returned with him.

**_I sense they are surprised by the results of this test… They should be._**

"Okay, we're going to run a magnetic field now into the containment room, disappear once more and reappear as you see fit." The doctor instructed again as he pressed another button and a strong magnetic pulse ran through the room.

He felt it pulsing through his body this time, as if the magnetic field was boosting his power. He closed his eyes once more and disappeared into the air.

The readings were different, the molecules had disappeared again but an "outline" of his body remained on the screen, giving away that he was still within the room. As he reappeared, the molecules returned but they scattered around a bit until they formed together again.

Phantom saw Fury enter the lab and approach the doctors. He stared at Phantom with his observant eye, Phantom stared back.

**_Your web of lies will only last but for so long, Fury…_**

"How are the results coming along, doctor?" Fury asked the head doctor.

"Incredible, his molecular structure truly does disappear into nothing every time he disappears into thin air! It's as if nothing was there at all! But it acts like some sort of cloaking mechanism, for his heat signature remains." The doctor explained.

They opened the door and Phantom walked out, looking at both the doctor and Fury.

"How did you get your suit to disappear with you?" the doctor asked the Phantom.

"S.H.I.E.L.D. has many materials lying about their supply… When I became what I am, I remember there was a type of material created specifically for this disappearing mutagen the agency was working for. It acts much like a second layer of skin that compliments my abilities." Phantom calmly explained to the doctor.

"I see…" Fury noticed. "I forgot that the bracers were made of the same material so that it truly prevented you from disappearing by blocking your abilities."

**_I see he remembers that…_**

"I need to ask you something." Fury asked Phantom cautiously.

"What do you want?" Phantom walked past him and sat back on his table.

"Were you able to locate your wife last night? You seemed very… frustrated when you returned to the helicarrier." Fury asked him.

**_…_****_He knows something…_**

"No…" Phantom calmly answered. "I couldn't find her, so I returned with the frustration that I couldn't."

"I see." Fury nodded to himself.

"Why do you ask?"

"No reason at all." Fury answered him suspiciously.

**_…_****_Deadpool must've said something…_**

"What did you turn up in your interrogation with Deadpool?" Phantom asked him.

"Nothing, he was just being delusional, I didn't find out what Taskmaster took from the archive." It was apparent to Phantom that Fury wasn't telling the truth.

"I doubt that." Phantom merely told him.

Fury looked up to the window above the lab; Phantom glanced over to see Spider-Man and White Tiger watching them from above through the window.

"Where are you keeping Deadpool?" Phantom curiously asked Fury .

"In a containment cell, I've decided to keep him there until I know what to do with him. Maybe if he finds out where Taskmaster is on his own, I'll think about releasing him." Fury gave his reply coldly.

"You seem to lock away the problems you don't want to deal with… how many years will it be for Deadpool this time around?" Phantom used his own experience against Fury. Fury just gave him a cold stare, ignoring his question. Something had beeped on his communicator.

Fury took one last look up at the window then walked out of the lab. "Keep up the work, doctor."

**_Ignorant fool…_**

* * *

"I think Fury is hiding something about what Deadpool said." Tiger told Spidey.

"I agree, I think Deadpool knows something about Phantom… You don't think… that Phantom is working with Taskmaster now do you?" Spider-Man asked her.

She shrugged. "I don't know… he could be, but what would be his motive?"

"Hmm…"

Phantom looked up at the window, glaring at them. Spider-Man and White Tiger decided to leave the window and start walking back down to the conference room.

**I wonder if perhaps he does have something planned.**

Spider-Man's communicator suddenly beeped, it was Fury. "Spider-Man, gather your team right now."

"What is it this time, Fury?"

"Electro was sighted causing havoc on Time's Square, get the team together and stop him!" Fury ordered him.

"Should I bring Phantom along?" Spidey asked him.

Fury shook his head, "Definitely not. He stays put here."

"Alright, fine. We'll get it done." Spider-Man shut off his communicator.

"Well, duty calls it seems." Tiger told him.

"Yeah, let's go get the team together." Spider-Man and Tiger turned to face Phantom.

"Whoa! Where did you come from?!" Spidey asked him in shock.

"I'm coming with you." He simply told them.

**Well, I've never seen him so eager to accompany a mission… **

"But Fury said…" Tiger objected.

"Trust me, I can handle this." Phantom was confident in going, Spider-Man and Tiger looked at each other, wondering if they should or not.

"Alright then… Let's do it." Spider-Man accepted his help.

Phantom turned and led the way to get the rest of the team together.

**Normally I would follow Fury's orders not to take Phantom with me but he made short work of Deadpool yesterday, I'm kind of curious to see what he'll do to Electro!**

* * *

The team along with Phantom boarded one of the jets on the helicarrier and flew down to Manhattan, equipped with S.H.I.E.L.D.'s shock-resistant suits, specifically made for an encounter with Electro. Phantom refused to wear one for him because he didn't need them.

"So standard rule when fighting Electro?" Nova sarcastically asked the team. "Try not to get electrocuted."

"Better said than done." Phantom added.

"We ready, team?" Spider-Man asked as they hovered over Time's Square. They all nodded.

Phantom stood up and opened up the back hatch of the aircraft, and looked down at the street. Electro was standing in the middle of the street, causing some sort of chaos all around as he tore up the street around him with his electric pulses. He looked back at the team, who was staring at him confused. "Phantom we're about to land, why did you open the back hatch?" Nova asked him.

"He'll never see me coming." He closed his eyes and leaned backwards, disappearing as he fell.

**Badass.**

The team landed a couple meters away from Electro, and shot out ready to attack him.

Electro was floating in the air, culminating energy into a sphere in his hands, it looked like he was sucking the energy from a power supply in the street, and it was turning off all the displays around him, making the entire square turn dark.

"Electro! What the hell are you doing this time? I thought we got you the last time we fought you and the Sinister Six!" Spider-Man yelled out his question.

Electro turned to look at him. "Aha! Spider-Man! So good that you and your team arrive, I'm ready to let this electronic time bomb loose on the entire city!" He referred to the sphere of electricity.

"Uh…web-head, I think that's really bad." Nova pointed at the sphere. "If he's doing what I think he's doing…"

"That sphere will emit a powerful surge that will cause the entire region to black out." Tiger told Spider-Man, knowing what Nova was going to say.

**That's… not good.**

"Just a few more minutes!" Electro laughed.

"Oh hell no!" Nova rushed in and tried to blast the sphere out of Electro's hands but the electricity rushed through the blast and electrocuted Nova out of the air. He fell into Powerman's arms.

"Ow… well so much for these suits." Nova got back up.

"Let's try this; Powerman, you grab that fire hydrant and try to point the water streaming out over to Electro. Nova, once Electro is distracted by the water, try to grab the sphere of electricity and keep it away from him. Iron Fist, Tiger… you're with me on taking him down. He just has to remain within the water, but avoid touching the water!" Spider-Man instructed his team.

"What about Phantom?" Nova asked.

**A little help here would be nice, Phantom.**

"I don't know where he ended up, but if he shows up he can help us too!" Spider-Man kicked the plan into action and they turned to face Electro, who was still busy gathering the city's power.

Powerman ran up to the hydrant nearest to Electro and knocked it out of its stand, releasing a surge of water; he placed his foot in the stream and redirected the surge to flow over Electro. The water knocked Electro down to the street.

"Gah! Curse you!" Electro tried to electrocute Powerman but the water flowing in front of him stopped his electric blasts. Along with the suit, Powerman was able to keep Electro at bay.

Nova flew over and grabbed the sphere, even though it was electrically charged, his suit along with his powers kept it from electrocuting him. He took it up high in the sky to keep it from Electro, and the team came down upon him to start attacking him.

Iron Fist rushed in and punched Electro across the face. White Tiger followed it by clawing him from behind. Spider-Man wrapped it up by spinning Electro in webbing. Within a few short minutes, Electro was stopped.

**Okay… that was ****_too_**** easy just for being Electro…**

"Foolish Spider!" Electro cried out as his electricity ripped through the webbing. He increased his power output and started to take them down one by one with huge electric blasts, their suits couldn't handle that amount of shock at once and they were pinned down.

He looked up and saw Nova floating with the sphere, he shot an electrical blast upwards and shot Nova down from the sky, dropping the sphere down, but Electro quickly caught it.

"Ow… that hurt a lot…" Nova got up. "Why is it I'm always getting kicked down? The third time already!"

"Ha! And now, Spider-Man, watch as the entire city is blown out of power!" Electro raised the sphere up in the air, ready to throw it down to the ground.

**This isn't going to end well!**

"Not so fast…" Phantom appeared in front of Electro with his sword readied in his hand.

"Who…?" Electro was confused. "Who the heck are you supposed to be?"

Phantom jumped up in the air just as Electro swung the sphere directly at him. Using his sword, Phantom sliced through the sphere, causing the current from the sphere to flow through his body, taking the full intensity of the electricity charged up. He landed on his feet, still ready to attack.

**Whoa… Now…that… that was awesome.**

"How, how did you do that?!" Electro asked in shock.

Phantom raised up his hand and displayed the electricity absorbed from the sphere in his hand. It glowed blue with intensity and he pointed his hand at Electro and redelivered the shock back to him… knocking Electro down to the ground.

Spider-Man and the rest of the team stood up.

**Wait a minute… I thought Electro grew stronger with electricity… How was he knocked out by another electric pulse?**

Electro got back up and began shooting bolts of electricity towards Phantom but he took his sword and sliced through each bolt, absorbing the attacks while getting closer to Electro until finally he was close enough to grab Electro by the throat.

"W-Who are y-you?" Electro's voice distorted with Phantom gripping his throat tightly.

Phantom's eyes glowed bright white, he was reading his mind, just like he did to Taskmaster back in the jungle.

"Maxwell Dillon." Phantom spoke out. "Electro… You scum." He slammed Electro on the ground and rose up his sword for the final blow.

"Phantom, no!" Spider-Man shot his web at Phantom's sword, and swung it out of his hands. Phantom disappeared out of sight instantly.

The web delivered the sword into Spidey's hands…

**Oh no…This isn't going to end well.**

Spider-Man was knocked backwards as something punched him across the face; the sword fell out of his hands. The punch knocked Spider-Man backwards, hitting his back on the curb of the sidewalk, a loud _crack_ was heard.

**Argh!**

"Spider-Man!" Powerman rushed to his aid but Phantom had electrocuted him and slammed him down onto the pavement.

Phantom reappeared in front of Spider-Man and the rest of the team. He gave the others a threatening look as he picked up his sword, then looked back at Spider-Man who laid on the hard pavement after being knocked backwards.

"Don't you ever, touch my sword again, Spider." Phantom pointed the sword at Spider-Man before drawing it back into its sheath. He looked towards the others. "That goes for the rest of you."

**Noted… Ouch… **

Tiger and Iron Fist rushed to both Powerman and Spider-Man's aid and helped them back up; Phantom had really done it in for them both.

"What the hell was that all about?" Tiger asked Phantom who was approaching Electro who was still on the ground.

"P-Phantom…" Electro was at a loss for words. "I have h-heard of y-you."

"Good." Phantom looked back at the team. "Call Fury to come clean this mess."

**I wonder what the hell has gotten into him…**

Spider-Man felt for his back, hitting the pavement wasn't the best feeling in the world. Tiger called Fury through her communicator, and told him to bring extra men, for Phantom was there with them.

Phantom stood over at a corner of the street with his arms crossed, trying to ignore what had just happened.

* * *

Minutes later, Fury showed up with another S.H.I.E.L.D. clean up crew and two jets to carry Electro out of the area. He looked absolutely furious at Phantom.

"I thought I told you not to bring him!" he yelled at Spider-Man.

"Fury I just thought…" Spider-Man didn't know how to explain.

"You went against my orders kid! That's the last time you're ever going to do that!" Fury told him. "You're suspended off the team, Spider-Man, until further notice!"

**No…No, he can't do that!**

"Nick, you can't just…" Tiger tried to reason with him.

"Yes I can, and I just did! You disobeyed a direct order by bringing _him _along when you very well know just how dangerous he is to the city! You were out of your boundaries!" Fury wouldn't hear it of Spider-Man.

Fury turned to Phantom, who stood watching the whole argument.

"And you, I told you to stay on the helicarrier. You're breaking the conditions we had…" Phantom grabbed Fury by his collar, causing the armored agents around Fury to raise their weapons at Phantom.

"Don't you _dare_ speak to me like that, you pathetic excuse of a man." Phantom let go of him but shoved him backwards. The other agents had cuffed Electro and started to take him away into another S.H.I.E.L.D. aircraft.

"Be glad I took care of him for you, instead of just blaming people left and right just because _I'm_ the one who handled it." Phantom coldly told him.

"Now listen here, Cruz…" Fury raised his finger.

"No, _you _listen here, Fury. I don't take orders from you anymore. I will cooperate as far as your 'examinations' go, but you have no right over me." Phantom shut him up.

**Well then… I guess he's made it clear to Fury where he stands in how he wants to be talked to!**

Phantom walked away towards the scene of where the fight took place. "Take me back to the helicarrier. Now." He ordered.

Fury took a deep sigh. "Agents, take Phantom and Electro and return to the helicarrier… I'll be return with the second jet soon." He ordered his men. They nodded and complied.

Fury turned to Spider-Man and his team.

"Nick… What has gotten into Phantom?" Nova curiously asked.

"I don't…I don't know." Fury seemed shocked that Phantom actually stood up against him like that.

"Nick, Phantom insisted that I let him come with us, I really didn't want him to come…" Spider-Man tried to plead his case.

"No… It's…fine. Don't worry about that… It seems our 'guest' is on a higher level of danger these days." Fury contemplated. "Report back to the helicarrier soon… "And with that, he left with the rest of his agents.

The team surrounded around Spider-Man, looking as confused as ever over what had just happened.

"Are you okay, web-head?" Powerman asked Spidey.

"Yeah, I'm okay big guy, just a bad back…you all right? Phantom shocked you kind of hard there."

"Yeah, I'm good. Thick skin, remember?" Powerman tried to joke it off.

"I think something's up between Phantom and Fury, Phantom seems a lot more… aggressive recently. With what just happened, it confirms it." Nova suggested.

"I agree, he is not well. I think something has happened in his personal life." Iron Fist concurred.

"We need to get back to the helicarrier to sort this all out." Nova told the team.

**I would but… ow… I didn't think I was going to slam the curb that hard after he punched me that hard. It was like a train rammed me across the face!**

Spider-Man struggled to stand straight, so Tiger helped him up as best she could.

"I can't guys… I don't know what's happened but… damn that pavement." Spider-Man sat back onto the curb.

"You need medical assistance, Spider-Man." Iron Fist suggested.

"Thanks Iron Fist, but I think I'm just going to go home for right now, maybe some sleep will help me out. Today's just been…too eventful for me." Spider-Man told him. "Tell Fury I'll talk to him tomorrow, I got to get going."

Spider-Man tried to move but he couldn't. "You're not going anywhere with that bad back." Tiger told him.

"Yeah well if I don't up back home, I'll never hear the end of it from Aunt May." Spider-Man looked at the time. "Crap, I need to get home."

He tried to stand straight up but felt the sharp pain in his back, keeping him from standing straight.

**Damn it.**

White Tiger looked at the others, "You guys go on ahead, I'll take Spidey home and report back to the helicarrier as soon as I do."

"Are you certain, White Tiger?" Iron Fist asked her. She nodded.

"Alright… we'll tell Fury that you took him back home. Hope you feel better web-head, we'll give one to Phantom for you!" Nova flew back towards their aircraft.

**Wow Nova… First time you've ever been nice about me being hurt. Usually it's followed with sarcasm and a bit of laughing.**

"Yeah, feel better Spidey, I'll _definitely_ stick it to Phantom if I see his face again." Powerman told him.

"Be well, my friend." Iron Fist said his farewell and walked back to the aircraft with Powerman.

Spider-Man looked at White Tiger, who shook her head. "Give me your web shooters." She told him.

**You're joking… **

"Tiger… You're not thinking of what I'm…"

"Yes, I'm going to make an attempt at web swinging you back home." She told him confidently.

**Well, here goes nothing. **

"All right then." Spidey removed his web shooters from his wrists and put them on Tiger's wrists and showed her how to shoot web and how to grip onto the web to swing. "Remember to shoot another web as you swing over with one."

He let her do a couple practice swings with it and she picked up the strategy quickly as she had used them before when they fought against Taskmaster for the first time.

"Let's go, Spidey." She told him. He shook his head as he climbed on her back.

"Sorry if I'm a bit heavy." He told her.

"Ha, not as heavy as Powerman, I've had to carry him before, not fun!"

**I can imagine!**

His heart dropped as she made the first web sling out into the street and swung through the city. She had learned how to do it so well and quickly that was quicker than him at moving through the city.

"Wow, you're good at this!" Spidey complimented her.

"This is easy webs! How come you're so slow when doing it!?" She joked.

**Hey...I'm not that slow now!**

Within minutes they were on their way back to Aunt May's house, fast. But his back still hurt, regardless.

* * *

Later, Tiger had finally helped Spidey get back to his place. He snuck in from the backdoor of the house to see the lights were all off and Aunt May had left another note on the kitchen table.

**Crap, hopefully she's not out again.**

They both entered and Tiger quietly closed the door behind her. Spider-Man slowly walked towards the note and read it. He gave a sigh of relief to find out she had gone to bed and that Coulson had called her to let her know that he was staying after school for extracurricular activities.

**Thank goodness for Coulson.**

Tiger helped him back up the stairs and into his room where he threw himself on his bed. "Owwww…." He quietly told her. "It wasn't the punch that hurt as much as falling back onto the curb hurt."

"Let me see." Tiger told him to sit up as she felt for his spine. "Where does it hurt?"

She felt up and down until she hit a sensitive spot that caused it to ache in pain. "Right…there." Spidey grunted.

"Oops, sorry." She tried to figure out what to do.

"It's fine… I just… need to rest." He took his mask off and threw it to the floor. "Damn you Phantom… Damn you so much."

Tiger picked up his mask and laid it on his bedside. "I got to get going now Pete, hope you feel better." She whispered to him. "You better be in class tomorrow."

"Thanks…Ava…" Peter was slowly drifting off into sleep. Tiger took the covers and covered Peter just enough so that Aunt May didn't have to see him in his costume if she walked in.

Tiger removed half of her mask from her mouth and kissed Peter on the cheek. "Goodnight." She whispered to him as she walked out of his room and left. But by then, he was already fast asleep…

Peter squirmed in his sleep, looking as if he were having a bad dream… beside his bed stood a hooded figure… a familiar looking figure with a white mask and a sword strapped on his back…

**_…_****_.Wake up, Spider-Man…_**

* * *

Hope this one was a good one for all you readers! :) More to come soon! Of course, feedback is always appreciated and please do tell me if this chapter was good or not, the rest of the story will pivot based on what has happened here with Phantom and Fury!:) Thanks guys, more to come soon! :)


	11. Chapter 11 - Phantom in the Dark

**Chapter 11: Phantom in the Dark**

The following morning, Peter woke up to the sound of his alarm clock signaling him to get ready to go to school. He stood up, groggy from the sleep, and walked over to his bathroom and looked at his mirror.

**Gosh… tonight was crazy, having to battle Electro and... My back! How is it not hurting anymore!?**

Peter felt for his back and stretched his back so that he could feel whether or not he was still injured, and no pain came from it at all. He walked back to his bedroom.

"Hmm… well that's peculiar." He said to himself.

"Peter!" Aunt May called from behind the door. "It's time to go to school, darling." She cracked the door open.

Peter looked down at what he was wearing. He was still wearing his costume!

**Crap! Got to change!**

Peter ran to his drawers and quickly took off his costume and wrestled to get his jeans on along with a gray shirt. He threw the costume into his drawers.

"Is everything, okay Peter?" Aunt May opened the door open to look inside.

"Yep! Everything is fine Aunt May! Just getting ready for school!" Peter assured her, with his clothes in a mess.

"Oh! Okay, Peter, well breakfast is ready downstairs when you're done." She closed the door.

He quickly got dressed and grabbed his stuff, running downstairs to the kitchen table where Aunt May had prepared his breakfast. She was in the living room watching the news as he ate away at his food.

**How is it that I went from a really bad back yesterday to not feeling it at all today? Hmm…**

He remembered having a dream last night that kept him restless throughout the night, somebody was in his dream…

**Was it Tiger? No, it was a strong presence while I was sleeping…as if they were right there in the room with me.**

His head throbbed trying to figure it out, but as he finished his food, Ava beeped him on his communicator.

"Peter?" She called his name.

"Morning, Ava, what's up?" He asked her, getting his bag from upstairs ready to leave.

"Just making sure you woke up, how's your back?"

"Much better, it's so strange, it's like I didn't even hurt it all." Peter told her. He said goodbye to Aunt May before heading off the road to school.

"I think you should get it looked at." Ava told him with concern.

"Nah, I think I'll be fine." Peter shrugged it off. "I'll see you when I get to school."

**It's still shocking how Phantom acted last night; I wonder what's eating away at him. He's never this aggressive towards us, I mean really! He was ready to strike down at Electro with his sword, I definitely wasn't going to let him do that!**

Peter looked up at the sky around Manhattan; the helicarrier was just barely visible behind the clouds. "I wonder what Phantom's doing now…"

The school's majestic look was in view once Peter got close to it, all the students were taking their daily routine either by walk or bus to get there, and it seemed like the most typical Thursday morning at Midtown High.

**The only place I feel like an actual teenager sometimes…**

As he entered the courtyard, he saw Luke standing outside, leaning on the walls of the school, looking like he was waiting for Peter to show up.

"Hey, Luke. What's up?" Peter greeted him.

"What's up Pete? You looking better than I had expected." Luke referred to his injury from the past night.

"I don't know how to explain it, it was like it had never happened." Peter vaguely told him.

"I know, Ava told me you were feeling better. Well, I'm glad for that!" Luke smiled.

"How are you holding up from yesterday?"

"Eh, I'm doing much better. I don't know what the hell got into Phantom, his attitude was discussed last night at the briefing with Fury." Luke sounded worried. "The situation has gone out of hand."

"What did Phantom say to that at the briefing?" Peter curiously asked him. Luke looked around, as if to make sure nobody heard him.

"Coulson wants us to talk in the detention room; he'll explain the rest there." Luke quietly told him.

**Well, that's not a good sign at all.**

Peter followed Luke into school and walked past his classmates, Harry didn't show up to school that day, and MJ was talking to Sam at his locker. Luke gave him a look which acknowledged him to follow. Sam nodded his way.

They all arrived at the detention room, where Danny and Ava were already sitting down. Coulson was at the desk.

"Good morning, Peter. Are you all right?" Coulson approached him.

"I'm fine, Coulson. The injury wasn't that bad now was it?" Peter asked the team.

"Ha ha, so is it true Ava used your web to swing you back home?" Sam blurted out. Peter shook his head in frustration.

"Yes, it's true." Peter admitted. He looked at Ava.

"Shut it, Sam." She told him.

"Ohhh all right. Just saying! Your back all right, Pete?" Sam changed his tone.

Peter nodded. "I don't know what happened." He turned towards everyone. "It's like it healed overnight."

"I see, well the team knows why we're here… so we're going to catch you up to speed, Peter." Coulson motioned Sam and Peter to take their seats.

**I have a bad feeling of what I'm about to hear.**

Coulson took a deep breath. "After Phantom and Electro were taken back to the helicarrier, Phantom attacked the agents that were onboard with him and disappeared into the helicarrier. The briefing that took place when White Tiger returned was cut short because the helicarrier's lighting switch was being tampered with. The entire helicarrier is on lockdown, as they're trying to search for Phantom on board it."

"Great…" Peter sighed. "That's definitely not good to hear after the guy almost snapped by spine in half."

"We believe he's hiding in the lower engine levels of the helicarrier, he cut off all power to those levels and there's nothing but complete darkness within those halls. He could be hiding anywhere on that ship, so Miss Ayala suggested we use thermal vision helmets to detect him. It's proven successful but he keeps escaping our sight." Coulson continued explaining.

"We wanted to stay on board to help but Fury wanted us to stay put back here in the city until they've fixed the situation on the helicarrier." Sam told Peter.

"What about Electro?" Peter then asked.

"Surprisingly enough, Phantom left him on the craft they boarded the helicarrier with. He's been in the cell block along with Deadpool, it's highly secure so I doubt Phantom will try anything in there." Coulson looked outside the window. "With this Phantom character loose, I fear something bad is at our doorstep. We need to take precautions."

"What do you suggest?" Danny asked him.

"Wait, wait." Sam interrupted. "Does that mean we won't be able to get back on the helicarrier tonight? All our stuff is there!"

"I'm sorry Sam, but Fury won't let anyone in our out until further notice. I've been given a small number of armored agents here just in case anything breaks out." Coulson solemnly told him. "He still wants you five to keep up your regular duties keeping the city safe, that's the first priority. The helicarrier is S.H.I.E.L.D.'s own problem to handle, especially the Phantom."

"Crap… so where do we sleep...wait a second!" Sam's face brightened up. "Peter! I call dibs on your place again for tonight! I'd love to go back and cook another meal with Aunt May!"

**Nooooooooo… We are ****_not_** **revisiting those days. It was hell while it lasted. **

"Er, perhaps there's another place they could stay?" Peter asked Coulson, who looked to agree with Sam.

"I'm not sure, Peter. Your house is the most secure place at this point. If it's all right with you, I'd ask if you would allow your team to stay at your place again at least for tonight. I'm sure all this trouble with the helicarrier should be wrapped up by tomorrow night." Coulson assured him. "If not, they can stay here at school; I should have some sleeping bags available."

Sam grabbed Pete by the collar. "Pleaseeeeeeeeeeeee web-head! Let just come back at least for one night! I've stayed here with Coulson's sleeping bags once, not fun!"

**This guilt trip is really going to make me regret it later.**

"Oh, all right!" Peter shoved Sam off. Sam expressed the biggest grin ever.

"Yes!" Sam exclaimed in victory.

"Ugh… So how is Phantom's 'disappearance' affecting the experiment to cure him?" Peter asked Coulson, who's expression turned grave when he heard the question.

"About that… Well… The doctors along with a team of scientists took a close look at Phantom's blood to try and dissect the various traits the original project gave him." Coulson lowered his voice. "There is no way to reverse it."

**Wait…what?**

"What do you mean it can't be reversed?" Peter questioned.

"What Project Vitruvian did to Phantom is permanent now at this stage of its evolution. If we had done something sixteen years ago, maybe we could've removed _some_ of the traits, but it's impossible now. Phantom is what he is now for the rest of his life." Coulson's words carried weight on everyone's minds.

**This is really bad news, I had promised Phantom we could help change him back…**

"…Does Phantom know?" Peter asked.

"No… Fury was going to tell him last night, but he decided to go with you five to catch Electro. I fear once he is told of the results… he won't take it so well." Coulson contemplated.

Suddenly the bell rang. "Let's not try to worry about it so much." Coulson assured the team. "That's why we're being careful now. But now onwards to class, all of you!"

Peter grabbed his stuff as well as the others as they walked out of the detention room.

**I think I should be the one to tell Phantom… I'm the one who couldn't keep his end of the promise… I just hope he doesn't destroy me like… *gulp* he said he would!**

* * *

"Pfft… Never got my phone call." Deadpool sat down in his cell. "I wonder if that lunch special is still going on…"

He looked up and saw Electro in the cell in front of him. He was immersed in water to prevent him from using his electricity.

"Hey light bolt!" Deadpool called him. Electro looked at him. "Are you able to use your electricity to make long distance calls?!"

Electro gave him a confused look.

"I want pizza and I need a phone call!" Deadpool clarified. Electro shrugged at him.

"Fool! Have you ever had Italian-made pizza from New York?! You uncultured swine!" Deadpool yelled at him.

Electro pointed at his ear and shrugged, trying to say he couldn't hear Deadpool.

"You can't hear me!? You deaf?!" Deadpool called to him.

Electro pointed at the glass that contained him, he tried to get Deadpool to read the "Soundproof" label on the glass. But Deadpool ignored what he was trying to say.

"How the hell are you deaf, sparks!?" Deadpool shook his head. "Jeez, you're the most useless villain I've ever cared to look at." He sat back down.

Electro shook his head as well.

"All… I want…is a phone call." Deadpool sighed.

Suddenly, he started to hear something that resembled whispers coming from the end of the hallway. It sounded familiar, but Electro looked down the hallway too, as if he heard it was well. The whispering grew closer and closer, louder and louder, until it went silent. Deadpool looked at Electro and saw him holding his head uncontrollably. Deadpool finally realized what was happening to him.

"Ha ha! You got the whispers in your head huh, Electro?! Serves you right for being deaf!" Deadpool told him.

"Stop being stupid." He heard someone say behind him.

"Huh!?" Deadpool looked behind him to see Phantom standing over him. He quickly shot up on his feet.

"Whoa! Phanty, how did you get in here?!" Deadpool asked him in shock.

"Never-mind all that, I came here because I wanted to ask you some questions of my own." Phantom crossed his arms.

"Ugh why does everyone want to ask questions!? Haven't you people heard of the internet?!" Deadpool complained. Phantom ignored him.

**_Amusing…_**

"How did you end up working with Taskmaster? Last I remember, you two were at odd's end about each other. You're the only other person Taskmaster cannot conventionally defeat." Phantom asked Deadpool with much curiousity.

"Pfft, now put Taskmaster and me on a team and what do you get? An _unstoppable _force!" Deadpool happily exclaimed. "He offered money and it was a good amount of money that I couldn't have said no to!"

**_Deadpool and Taskmaster… Never would I have thought those two would settle their differences. _**

"I see…" Phantom looked at Electro, who was still panicking over the whispers in his head.

"Heheh… did Taskmaster make his offer yet?" Deadpool curiously asked Phantom.

"He did…and I've relunctantly accepted." Phantom acknowledged it. "The entire helicarrier is on lockdown, looking for me right now…"

**_I didn't want to side with Taskmaster… He's a criminal and a murderer, but I have nowhere else to go… and I definitely will never side with S.H.I.E.L.D. again…_**

"Ooooh, what a good strategy! You do know the plan right?!"

"What plan?" Phantom was puzzled.

"Tomorrow, Taskmaster will attack the helicarrier as a diversion to get _me_ out of here!" Deadpool filled him in.

"An attack? To get you to escape?"

"Yep! It's a minor setback! I didn't expect to lose to you so easily! But back then you were with Fury! Things changed now!" Deadpool told him maniacally. "I miss that sword you got there!" Phantom grabbed him by the collar.

"Nobody…touches…my sword." Phantom coldly told him. "Not even Spider-Man." He shoved Deadpool back.

**_Spider-Man shouldn't have stopped me from killing that fool Electro… _**

"Hey! It was a good sword, I understand, Phanty!" Deadpool laughed. "With the money Taskmaster's paying, I can buy a million moreee!"

"I'm not in this for the money." Phantom assured him. "I just want Fury to pay for what he's done to me."

**_… _****_Perhaps the best favor Fury can do for me now is end what I've become… a good death._**

"Ooooooh, don't you worry about that! He'll pay, and more! Taskmaster knew you'd accept his offer! Who would've thought the _Phantom_ once had a wife and daughter!" Deadpool happily stated.

**_…_****_A what?_**

Phantom noticed what he had said. "A…daughter?"

"Yeah! You didn't know you had one, Phanty!?" Deadpool was confused.

"No…I… I thought…"

**_The girl that answered the door…I thought she was Maria's daughter…but…she was mine as well?_**

Phantom looked down at the ground, trying to figure out what he had just discovered.

**_I had fathered a daughter? Sixteen years and Fury never thought to tell me this?_**

"Sixteen years, Phanty! Maria had her shortly after Fury took you away!" Deadpool clarified it as he placed a hand on Phantom's shoulder. He looked up at Deadpool.

"Fury never told me this." Phantom calmly expressed. Deadpool chuckled.

"You think Fury cared about your family?! Ha!" Deadpool shook his head. "All the more reason to _fuel_ your hatred to _unalive_ him!"

"Unalive…?"

"Well, I don't like using that other word!The one that starts with a k!" Deadpool told him. Phantom sighed. He turned his back on Deadpool ready to disappear back into the darkness.

"Where are you going, Phanty?" Deadpool called out. Phantom ignored his question.

**_I'm going to find out more about this… daughter._**

"Be ready tomorrow, I'll make contact with Taskmaster once we're ready to get you out." Phantom informed him as he disappeared into the nothing.

Deadpool looked over at Electro, who stopped holding his head; the whispering effect had apparently faded from him.

* * *

"…More news of the mysterious character we've come to know as 'Phantom', he was spotted yesterday battling the ruthless Electro, who was trying to absorb all of city's power into this strange sphere; that wall-crawling menace couldn't stop him, but Phantom sure did! Shortly afterwards, we all watched as Phantom attacked Spider-Man and his cohorts! I guess this city needs more of the Phantom than what the web-slinger can offer us! More of the story tonight!" Jonah Jameson's voice boomed on Sam's smartphone while the team was eating at lunch.

"Jeez, now the whole city wants more of him. I don't get it; they've only seen him in action twice! Twice!" Sam sighed. "They just don't make superheroes like they used to anymore."

Stan the janitor walked past with a mop bucket, overhearing Sam's comment. "Ha! Tell me about it!" the cheery janitor added as he walked past.

"I think we should be ready to go up against Phantom should the time arise for it." Luke suggested. "I mean if we aren't ready, what will we do when he does go bad? We aren't ready to face an invisible opponent."

**Luke's right, but how can we train against an invisible opponent who, not to mention, can also attack minds? I mean I'm all for asking the X-Men for help on this but right now we're limited as to what we can do. **

"What are his weaknesses besides electricity?" Danny calmly asked the team.

"We should just… ask him to politely stop attacking us and see where that goes." Sam sarcastically suggested.

"You're not helping Sam." Peter told him. "Hmm… maybe we can install the thermal vision into our masks like the agents are using on the helicarrier to spot him out, that's a start."

"Yeah but even if you see him, he's crazy good at fighting hand-to-hand. Even worse if you give him his sword, which we did, so now he's just that harder of a guy to defeat." Sam sighed. "Maybe we should contact an Avenger like Ironman to help us out here."

"What we need is something to protect our minds from Phantom's whispering effect, it's what gets every person that's ever dealt with him. Unless you learn how to control it like he has, it's going to drive you insane." Ava told the team.

**That's a good point… I haven't heard the whispers since I entered Phantom's dream realm with Dr. Strange's help…wait a minute! The dream scape!**

"Danny, what about the dream realm with Phantom? Do you think we can get Dr. Strange to connect back with Phantom's mind once more?" Peter asked Danny, who looked unsure.

"I do not know Peter, you said it yourself that Phantom had broken the mental connection with you because you did not wish for him to enter your mind anymore. It is possible but unlikely the connection is still there between you two." Danny contemplated.

"It's definitely worth a shot, though." Ava told him. "Where is Dr. Strange now?"

"He is away on business; he shall return Saturday I believe… if not sooner." Danny informed her.

"Then we visit him on Saturday to see if he can help, I just hope it's not too late by then, it's perhaps our only lead on trying to figure out Phantom." Peter told them.

"And what are you going to do once you're in his mind again? Just 'talk' to him like you did before?" Sam asked in disbelief.

"Look, we've all interacted with him before, he's a reasonable person." Peter argued with Sam. "I made him a promise that I would help him."

"Web-head, you heard Coulson, he can't be cured of what he is. That's the unfortunate truth." Luke solemnly told Peter.

**I don't believe that…**

"You guys ever thought that maybe… maybe he's not looking to be cured of what he is… Maybe he came to us for help because he wants to be cured of burden of what he's become. Sixteen years is enough time for him to accept what he's become… Maybe, just maybe… he just wants to be accepted again as a person, even if he is a mutant." Peter stated to the team, who took the time to think on what he said. "If I were him, I'd just want to be accepted again into society; otherwise, what is the point of being alive? I mean he lost both his wife and daughter, there is no point except finding a purpose to stay alive."

"You make a good point, Pete." Ava told him.

"I agree." Danny added. "Perhaps Phantom does not wish to be seen as a threat but as an ally we can trust."

"I don't know, I'm just throwing out a guess, but I don't believe that he can't be cured, maybe not of his mutation, but of this 'curse' that he talks about all the time." Peter added.

"Okaaay… well if your soap box is over, Peter. I'm going to class." Sam got up. "You do make a good point though. But by the way he's been acting; I think he's just out looking for blood."

"We cannot give up on someone who has been kind to us, even if he has recently shown sign of aggression." Danny tried to reason to Sam.

"Whatever. We can talk about this later at Peter's house." Sam left the table.

**It's hard trying to convince anyone about it, but I'm not going to give up on Phantom just because he's been acting aggressive. Like I had told Ava… he's not a bad guy, he has the strongest morals out of anybody I've come across, he's just a really lost good guy.**

As the lunch period ended, Luke and Danny headed out to their next class as well as Peter and Ava.

"So I was thinking…maybe we should go out to dinner tomorrow." Ava suggested to Peter as they walked through the hallways.

"Tomorrow? Are you sure?" Peter asked her.

**I didn't expect it to be so soon but… It is a Friday night.**

"Yes" She smiled. "I mean, we can talk about it later tonight at your place, but I think tomorrow would be best! It'd give me a time to find an outfit to wear and get ready!"

"Oh, all right then!" Peter was thinking to himself.

"You don't seem too happy…" Ava noticed he was taken aback.

"No, I am!" He assured her. "I'm a just a little bit worried with the whole thing on the helicarrier going on and such."

"I already told Danny and Luke to be on the lookout and to call us if anything comes up." She informed him.

"You told them we're going on a date?!" He asked her in shock.

**Great, now we'll never hear the end of it from the team. **

"No no, I just told them we were going on a training exercise just you and me to hone both our skills." She told him. "I made it seem legit, trust me."

"Well excuse me if I don't think the guys took the bait that easily." Peter shook his head.

"Don't worry about it, I mean…unless you want to reschedule." She sighed.

"No, no! It's fine." He casually smiled. "I'm looking forward to it."

"Good. I'm glad." She smiled at him as they both walked into their next class.

* * *

"Director Fury, we've inspected all the engines, there is no sign of the Phantom in there." One of the armored S.H.I.E.L.D. agents reported to Fury on the bridge.

"Send your men to begin accessing the darkened lower levels of the ship and report back as soon as you can." Fury ordered him.

"Yes, director." The agent marched off with his team of men.

Fury looked out through the grand windows of the bridge. He was wary of what they would discover, and if they were going to be able to apprehend Phantom before he did any real damage onboard the helicarrier.

From the corner of the bridge, the hooded figure stood invisible, watching Fury with much caution as to avoid being detected. He figured this would be the best time to access their computers.

He snuck across the back corridors away from the bridge and entered Fury's secure office, he closed the door behind him and reappeared to start going through Fury's personal computer.

**_I don't care for anything else he has… I just want to know about my daughter…_**

He found the information S.H.I.E.L.D. had on Maria Escobar, and Phantom's heart dropped as he read everything they had on her. They were monitoring her since they took him away sixteen years ago and kept a steady tab on her to ensure she didn't tell anyone about what had happened to Cruz and the experiment.

She gave birth to a girl named Selena, who kept her mother's maiden name to avoid any distinction with Agent Alejandro Cruz and married a wealthy stockbroker named Fernand Escobar seven years after Cruz was taken away. However, on Selena's birth certificate, it states her last name is "Cruz".

**_They kept this from me?! That I had a daughter?! W-Why? How could they? Why didn't Maria tell me this?_**

Tears rolled down his mask as he read more about it. S.H.I.E.L.D. had kept Maria's family away from the databases to keep anyone from finding out she was connected to Cruz in any way. After he was pronounced dead by Director Fury, the agency suggested she move to New York City where S.H.I.E.L.D. could keep a closer eye on her activities, always weary that she would disclose information on what really happened to Cruz. However, ever since she was told he was dead, she did her best to remove any sign that he was ever alive in her life.

**_No… Maria… Why? Why couldn't you have waited…?_**

Phantom exited out of the files and planted his face in his hands, sobbing through the pain he felt in his heart. He slowly started hearing the whispers re-emerge into his mind, torturing him on the memories he once shared with Maria.

He looked back at the computer screen and looked up one last thing. "Project Vitruvian – Updated" The doctors that had been examining him kept Fury updated on what was going on with Phantom's progress. A whole document of notes on his progress was updated recently.

He skimmed down the information until he hit the important notes on the blood tests they ran.

**_Further examination of certain cells in the blood of the subject have come to conclude that the effects of the mutagen used in Project Vitruvian are permanent and irreversible due to the prolonged period of time the mutagen has stayed in the body and allowed itself to duplicate and grow stronger over time. _**

"No…It…can't be... I can't be cured?" Phantom took a deep sigh. "I knew it."

**_So I cannot be saved after all._**

Phantom closed out from the computer and walked out of Fury's office back to the bridge while cloaked in invisibility. He took a good look at Fury.

**_That only means I shall be coming after you soon… For ruining everything I once had._**

* * *

A shorter chapter than usual guys, but I hope you all like this little section of the story to clear up more on what's really going on with Phantom, to foreshadow events that will come soon within the story, and to further the tension between Phantom and S.H.I.E.L.D. and the romance between Peter and Ava. Feedback is always appreciated and I'll come up with another chapter sometime this week! :) Thanks everyone!


	12. Chapter 12 - Phantom's Pain

**Chapter 12: Phantom's Pain**

Phantom sat on the island in his dream-realm, staring out into the distant ocean of his memories at the raging storm that grew closer with each passing minute, much closer than what it was when Spider-Man entered his dream.

**_How will this all end? What will the storm bring for me?_**

"My love…" He heard the memory of his wife speak out from behind him. He slowly turned his head to see her standing a few feet behind him as he remembered her before he became a mutant.

He sighed as he turned back to stare into the ocean. "What is it that you want?" he coldly asked the memory. She walked to the left of him and sat down next to him. She rested her head on his shoulder and reached out for her hand for him to hold. He reached over and held her hand with a weak grasp.

"You." She softly whispered to him.

**_If only that were possible… _**

He turned to look at her, into her hazel eyes. "Why did you not wait for me? I suffered sixteen years, latching onto the hope that you would still be there at the end… It seemed hopeless after sixteen years… but my love for you kept me believing."

She looked down, speechless, not able to think of any words to give him.

**_How would she know? She's not even real…_**

"I didn't want to re-marry, Alejandro." The memory of Maria sadly told him. "I was hurt, I suffered with a year-old daughter to have to support…"

**_She's only saying what my mind thinks she would say… It's useless…_**

He stood up and walked towards the ocean, and as he threaded on the course sand on the beach, the tides stopped, and the water turned still. The memory of Maria had followed him there. He kneeled down and slowly ran his hand along the surface of the water. He looked at his reflection, and saw the hooded masked character that Phantom was.

**_The face I've known for sixteen long years…_**

He slowly took off his hood, and removed his white mask, revealing his scarred face, and he closed his eyes remembering a time when his face wasn't so scarred or transformed. He stood up and turned to look at the memory of Maria without his mask on, she just stared at him.

"I should have never done that favor for Fury all those years ago…" He told her with regret. "I... We would've still been together… and I'd still have a purpose to stay alive."

"You can't change the past, my love. But I'm still here." She walked towards him and pointed at his heart. "Right where I belong."

He looked to where she pointed at on his chest, and slowly took her finger off his chest. "But you didn't wait… I've lost everything."

She looked up at his dark brown eyes and shook her head. "Not everything."

**_You're right… I haven't lost my thirst for revenge just yet… _**

"Blood has to be paid." He angrily told her. He looked up on the hill of the island and saw the shimmering memory of Director Fury standing next to the pillar. "And I know who will pay it for me."

"Stop, Alejandro. It wasn't his fault; he didn't want to make you this way." Maria's memory tried to tell him. But he shook his head.

"If I had known what this would make me… If he would have told me the truth, if he hadn't told you I was dead, maybe I'd _consider_ believing that." He slowly put the mask back on his head and draped the hood over his head.

"Please, Alejandro. Let it go! I still love you, you and only you!" Maria tried to tell him. He marched past her back up the hill to the pillar.

The memory of Fury faded back into the air as he arrived to the pillar and stared up to the beam shooting up into the sky. "It's almost time."

He looked over to the ocean and saw Maria standing before him once again; she had tears in her eyes. Phantom closed his eyes, remembering those tears, the tears she had cried for him when S.H.I.E.L.D. took him away. Tears filled up his eyes, but he quickly wiped them away with his arm.

**_Fury took away what I held dear in my life. He took away the love of my life, he took away my freedom…He took away my identity… and now I shall take away everything he holds dear… and I'll start with S.H.I.E.L.D._**

Phantom climbed the pillar up to the beam; he jumped into it to return back to reality.

* * *

"Ooooooh, I can't wait to cook another dinner with Aunt May! What would you guys like?! Maybe a nicely cooked roasted chicken or…" Sam rambled on in excitement to the rest of the team as they walked back to Peter's place from school.

**Jeez, he's been so excited about this ever since he brought up the idea to Coulson today. I'll admit his cooking with Aunt May is pretty good and all, but having to bunk with the team again? I'm not too sure. Well, they're not staying as long as they did last time around, so it'll probably be fine for tonight.**

"Heh, don't fry your head now Sam, we're only here for tonight, or at least until Fury straightens out the situation with Phantom onboard the helicarrier." Luke humorously told Sam.

"I know, I know, but hey! Let me enjoy this while it lasts!" Sam proudly stated. The team looked up at the silhouette of the helicarrier up in the skies behind the darkening clouds. It seemed to disappear into the sky as it activated its cloaked mode.

**We haven't heard anything from Fury all day, it's been troubling but Coulson assured us that everything is under control.** **In S.H.I.E.L.D. terms, it means nothing is in control.**

"I sense the Phantom is causing a distraction of some sort. He has no reason to play this game of hide and seek with S.H.I.E.L.D. right onboard their helicarrier." Danny shared his thoughts with the team.

"But for what, for whom? He hasn't really gained an advantage hiding because he can't escape the helicarrier. It's the only reason why Fury is keeping it on full lockdown." Peter told Danny with skepticism.

"Perhaps for something outside of our knowledge." Danny replied.

"Well forget about that now, we're here!" Sam happily ran up to the front door waiting for the rest of the team to catch up. Peter shook his head as he walked up the porch and took out his key.

"Okay, Sam… just calm down." Peter opened the door, and Sam blasted his way in.

"Aunt May, I'm home!" Sam happily greeted as he walked into the living room. Aunt May was in the kitchen and peeked out, surprised.

"Sam! Oh, Peter! You didn't tell me you were going to bring your friends again!" Aunt May was beyond surprised, but happy to see them.

"Hey Aunt May, eh… Sorry! We had to get together for a study session for tonight, is it all right if they stay over for tonight?" Peter asked her politely as he let the rest of the team inside the house.

"Of course, Peter! No need to ask twice!" She happily answered. "I could've prepared something for dinner with fair warning though."

"No need to worry about that, Aunt May! I got it covered!" Sam marched into the kitchen.

**Well, at least the cooking will keep him busy for the remainder of the evening.**

Peter turned to the rest of the team.

"I'll get you guys to your old rooms." Peter beckoned them to follow him upstairs and they entered their old rooms where they used to sleep in back then.

Luke laid his stuff on his bed and planted his face in the pillows. "Ahhhh, these beds are comfier than the ones we have back on the helicarrier."

Danny placed his stuff along with Sam's in his room and gathered up his incenses to begin his meditation session.

Peter opened up Ava's old room and she placed her belongings on the small bed. "It's a good thing Aunt May always anticipated guests to come to the house, huh Peter?"

"Yeah, I'm just glad she's very welcoming of you guys. She's always been so hospitable to guests though." Peter agreed. Ava placed her backpack and a small change of clothes she had in her locker back at school for emergencies.

"What are you going to do now?" Peter asked her curiously.

"I'm not sure; I was going to try to contact Fury tonight to see what's going on. But for now…" she grabbed a white towel from her bag. "I'm going to go take a shower, so if you'll excuse me…"

"Oh! Yeah sure!" Peter slowly closed the door, his gaze affixed on Ava before he shut it.

**That look…**

He returned to his own room and set his back pack down. He lay on his bed and stared at the ceiling. The scent from the kitchen was already abundant throughout the house. Danny had shut his room door, so the strong scent of his incense stayed in the room.

Peter was tired from the day, and began to slowly close his eyes as he delved into his nap. Right before he closed his eyes, he heard whispering outside of the door, it grew closer and closer, until it surrounded him.

* * *

Peter woke up; he was staring up into the bright sky. He sat up in surprise, he was wearing his costume, and he was sitting on a rooftop.

**What the hell? I don't remember leaving Aunt May's… where am I?**

He ran to the edge of the building and looked down; he was a good fifteen stories from the street. He then heard loud explosions coming from the corner of the street. Spidey ran over to the other side and saw Nova and Powerman trying to fight off a wave of S.H.I.E.L.D. mechs that were attacking the streets.

"Powerman! Nova!" he called out to them and he tried to use his web shooter, but there wasn't any web. He looked down.

The mechs were besting Nova, keeping him from blasting them, and Powerman couldn't fight them all at once. Neither Iron Fist nor White Tiger were in sight.

"We meet again, Spider-Man." He heard a familiar voice speak behind him. Spider-Man turned to face Taskmaster.

"Taskmaster! You're the one behind all this!?" Spidey asked him. Taskmaster laughed deeply.

"Don't be so naïve, Spider-Man. I'm not the only one holding all of your cards. Perhaps you should thank your friend Phantom for that, he was the one who made this all possible." Taskmaster told him menacingly.

"Phantom? Where is he?!"

"None of your concern, now… once I'm done with you, I'll make sure the rest of your team dies with you. S.H.I.E.L.D. falls today!" Taskmaster charged towards Spider-Man, but he jumped out of his way and landed behind him.

Taskmaster turned to start fighting him hand-to-hand, but Spider-Man couldn't best him. He tried punching one way or the other, but Taskmaster knew his every move. He grabbed Spider-Man's forearm and swung him around and threw him to the edge of the building. Spidey landed hard on the edge, almost falling off.

"Pfft, you're no challenge to me, Spider-Man. Nick Fury fought well against Phantom, his courage was admirable, but he's no longer a problem." Taskmaster taunted him.

**Nick?! Dead?! No!**

Spider-Man tried running towards Taskmaster in anger, but he simply disappeared into nothing right as Spider-Man went to tackle him. He fell forward onto his face.

**Huh…well…that didn't hurt as bad as I thought it would.**

Someone grabbed his shoulder and then gripped his throat, lifting him up off the floor of the roof. Spider-Man looked at the attacker, it was Phantom.

"Phantom…No!" He struggled to say, Phantom's eyes merely glowed white.

"Peter. Parker… Wake up." He whispered loudly, and Spider-Man delved into the darkness of the street below.

* * *

"Whoa!" Peter shot up off his bed, sweating.

**That was… wow! A…another bad dream … what does it mean? **

He looked to the clock, he had been asleep for a little over an hour, and it sounded like they were preparing dinner downstairs.

"Crap." Peter got up and walked downstairs, following the scent of the food. When he arrived downstairs, the table was set and a set full of cooked food was ready.

"There you are." Ava greeted him from the kitchen. Everyone was in there seeing what else Sam was going to cook up. "Come on, let's eat."

"All right everyone, dinner-time!" Aunt May called everyone out to the dinner table, and they all sat down in excitement to eat.

"Man, this looks good, Sam." Luke's eyes were filled with savor to get at the food.

**I won't lie, it looks good… cooked chicken, rice, beef, and a whole bunch of other menu items. Where the heck did Sam get all the ingredients?**

"Shall we feast?" Sam asked as he walked from the kitchen. They urged him to sit down and dine.

The food was delicious; Sam had cooked it to perfection. Aunt May was telling the team about her latest adventures with her group of friends out of town hiking, fishing, playing a professional sport, and other things. The conversation was humble, and it felt great to Peter for having his friends over again. Even after everything that was going on, it seemed like the "calm before the storm", but it felt good to him.

After dinner, the team lingered around the table, but Aunt May turned in to sleep, giving the team enough time to talk over what was going on with the helicarrier, since Ava had tried to contact Fury, but the communications out of the helicarrier were blocked. It was beginning to get troubling, and they wondered what was going to happen tomorrow.

"We need to get to the bottom of this, team." Peter told them. "We should pay a visit to Dr. Strange tomorrow to try to contact Phantom directly through his mental connection."

"No, we should go up to the helicarrier first thing tomorrow and see what's going on." Sam disagreed. "The sooner we get to the bottom of this with Fury, the sooner we can get Phantom and we can all rest easier."

"It is not that simple." Danny told both of them. "Director Fury knows what he is doing; we should place trust that S.H.I.E.L.D. can handle this. If they were smart enough to keep a character like Phantom in a cell, I am sure they can subdue him again on the helicarrier."

**Yeah but the thing is, we don't trust S.H.I.E.L.D. with that task… Phantom had to be persuaded to enter their custody the last time around, won't work again this time.**

"I don't know… Fury should have handled it by now… something as big as a threat like Phantom loose on the helicarrier should've been taken care of… but why hasn't that been the case?" Ava wondered.

"I think we should admit that, unless we hear from Fury, we're kind of left in the dark here. We need to figure this out, and head up to the helicarrier the next moment possible." Luke added his input.

"Are we even sure Phantom is the real threat? I mean, what if he's not trying to actually attack us?" Sam asked the team, raising a good point. "Sure, he went crazy when we faced Electro, but that doesn't prove anything."

"It proved he's not actually with us, he's on his own agenda." Luke negatively told him.

"Wait a minute, isn't Deadpool still on the helicarrier?" Peter asked. They nodded in confusion.

**Deadpool is on the helicarrier… there has to be a connection between him and Phantom's disappearance onboard.**

"What if… Phantom and Deadpool are working together?" Peter suggested. The team looked at each other, trying to figure it out.

"Unlikely, what are his motives?" Danny skeptically asked. "He defeated him in front of the public."

"I don't know… but Deadpool is connected to Taskmaster… I'm starting to see a serious alliance that could happen." Peter wondered… remembering hearing Taskmaster reference Phantom in his dream.

"Deadpool and Taskmaster aren't huge fans of Fury or S.H.I.E.L.D." Ava added. "…and neither is Phantom. That's something all three of them have in common."

**Good god… if all three of them team up… I don't want to know that outcome.**

"Sixteen years… Phantom's been locked away for sixteen years… He's lost his wife, fathered a daughter he never knew about, and lost everything that made him human… I'd be pretty pissed at Fury… That's his motive." Sam figured the last piece to the puzzle. "I bet the reason he was so mad the other night… was because _he_ found out something. That's the only explanation as to why."

Peter stood up and started to pace around the table, trying to think it through.

**What could he have found out that was crazy enough to cause him to do this?**

"Maybe he found out he couldn't be cured?" Luke suggested.

"Maybe so, but he does not express sincere concern about his condition as much as he has before. Perhaps he has accepted who he has become, but he always seemed concern about his wife." Danny brought up a good point.

**His wife… Maybe if we find her we can find out more about Phantom's past itself… **

"We should start there. We should find his former wife and ask her about him. The more we can find out about him; maybe… maybe we can connect him back with his old life." Ava told them.

**It's a wild enough of an idea for it to work. **

"Good, then here's what we're going to do tomorrow." Peter set up the plan. "Danny and I will pay a visit to Dr. Strange's manor. Luke, Ava, you two go see if you can find the whereabouts of Phantom's wife, and Sam, you're going up to the helicarrier to see what's going on."

"Deal, hopefully S.H.I.E.L.D. isn't lost yet." Sam said with confidence.

"Peter, what about… tomorrow evening?" Ava brought up their planned date.

**Crap… I had almost forgotten about that…**

"Tomorrow evening? You mean you two's 'training session'?" Luke gestured the quotes. Ava shot him an evil look.

"Erm, yes. Ava, don't worry, once everything is taken care of tomorrow, we'll set up a plan and get to it in the evening." Peter assured her. She just nodded.

Sam yawned and stretched. "Well, it's getting kind of late; I'm going to go hit the hay."

"Myself as well." Danny got up along with Luke too.

"Well, I'll see you guys tomorrow. Good night." The guys walked up the stairs back to their rooms, leaving Ava and Peter alone at the dining room.

Ava helped Peter clean up the table and placed the dirty dishes in the dishwasher, along with the dirty pans and pots that Sam used. When they had finished, they just sat on the couch, neither one of them tired or sleepy just yet.

"I'm sorry, I had almost forgotten about the date tomorrow." Peter felt embarrassed. "I didn't mean to do that."

"It's fine, the mission is important. So long as Phantom is on the helicarrier with motives unknown, we're all in danger." She told him confidently. "You don't need to say sorry over something that's kind of… well not important right now."

**But it is! It's not like I don't care about it! I WANT to go on this date!**

"Ava, of course it's important! Don't brush it off like that and act like it's not." Peter tried to reason with her.

"Peter, we're superheroes, our duty is to protect the citizens of New York with the help of Director Fury and S.H.I.E.L.D… if he had never decided to put you on the team, we would have never met. We would still uphold what we promised we would do… protect the people." Ava stated to him. "The reason he made you leader is because we wanted to learn _how_ to protect them, you've been a superhero longer than us… longer than me."

She looked away from him, down to the floor. "I always talk about how great I am at training, better than the four of you at academics, but I will never be able to be the best at the one thing I am all the time… a superhero."

"Ava, you're one of the best superheroes I know! Fury saw something in you that made him put you on the team, that's got to say something! And since the time he did put me on the team, I've seen all four of you _become_ true protectors of the people. In more ways than one, you all have surpassed me at this superhero gig… I admire all of you for that."

**Even Nova…**

She looked back up to him, faintly smiling. "Thanks Peter… but… what I'm trying to say is… we…" she stood up and looked down at the ground, holding both her hands. "We shouldn't do this… I've been having second thoughts and maybe… it'll get in the way of what we've been assigned to do. We have far more important things to worry about."

Peter stood up and faced her. "Ava, it won't get in the way. If we have enough time for school throughout the week, something like this shouldn't be a problem…"

"But what happens if something happens to you? Or something happens to me? We can't let that weaken our team! It's a weakness, Peter! There's no room for that!" Ava tried explaining to him.

**I won't lie, she's right. But why should that stop us from at least trying?**

"…Can I at least take you out to dinner to that Latin restaurant just to hangout…?" Peter asked her. She crossed her arms.

"…Just as 'friends'?"

"Yes… if you decide to change that label, it's totally up to you." Peter assured her. She thought about it for a minute.

"Okay then." She nodded, still wary about it. "I should probably get going to sleep as well, Peter. You should too. We have a busy day ahead of us tomorrow."

"We do…"

They looked into each other's eyes for a brief moment, as if expecting for the other to say something else… or to acknowledge the other's feelings… but nothing was said, nothing could be spoken.

"Well, good night, Peter." She gave a faint smile and started to walk to the stairs.

"Ava." Peter stopped her. She turned around; he approached her, and said "It's not a weakness."

**Here goes nothing.**

He slowly leaned in, closed his eyes, and briefly kissed her on the lips. As he leaned back, her eyes were closed as well, but she opened them back up in shock.

**…****Wow… I didn't just do that, did I?!**

"Well that was… uhm…" Ava was at a loss for words.

"I knew it!" Ava and Peter looked up at the corner of the stairs and saw Sam peeking in. "I knew it! Ha ha! Lovebirds Spidey and Tiger!"

**That's it!**

Peter ran up the stairs, chasing Sam up. "Now you're going to get it, Sam!"

"Crap, crap, crap! Calm down webs!" Sam locked himself in his room.

* * *

The cold and dark night loomed as the helicarrier passed through the clouds undetected by the people below in the city. Phantom walked the flight deck, invisible by the guards, and waited to establish contact with Taskmaster. He looked up at the sky and saw a figure gliding through the sky in a black wing-like suit.

**_There's a contact…_**

As the figure approached the helicarrier deck, Phantom recognized it as one of Taskmaster's men who probably was deployed from a nearby craft to land on the helicarrier to speak to Phantom.

The agent landed quietly on the deck a couple meters from Phantom, the darkness of the night covered his landing, and Phantom reappeared near him. The agent acknowledged Phantom by raising a pistol at him, but slowly lowered it once he knew he was the contact.

The agent wore the distinguishable mask that all of Taskmaster's agents in the jungle wore when Phantom attacked them.

"The Phantom?" The agent asked as he approached him. Phantom nodded.

"I am he."

"Communications on the helicarrier have been blocked." The agent took out a small metallic box of some sort. "Taskmaster will speak to you through here." He set the box down on the deck, took out his pistol and looked out for any agents of S.H.I.E.L.D. that would approach them.

The box opened up a small lens, and it projected a hologram of Taskmaster.

**_Interesting… Technology sixteen years later surely has improved with holographic tech._**

"Phantom, I-I'm glad my a-agent finally contacted you." Taskmaster's projection was distorted.

"Enough, you did not tell me you were planning to get Deadpool out of his cell tomorrow." Phantom questioned him.

"I-It will be the diversion that I'll n-need to distract Fury. O-Once Deadpool is with us again, we'll start our o-operation to take down the o-organization." Taskmaster vaguely told him. "I'll e-explain it all to you o-once Deadpool is with me."

"What exactly are you going to do?" Phantom asked.

"To p-put it simply, I'll make the people of N-New York realize just how m-much of a m-menace S.H.I.E.L.D. is. We'll g-give them a r-reason to h-hate them." Taskmaster assured him. "A-A lot of people are going to get hurt."

**_That's where I draw the line._**

"Let's get something straight, Taskmaster. I am not your gun for hire, I will take down Fury and S.H.I.E.L.D… but you will not hurt an innocent civilian." Phantom aggressively informed Taskmaster.

"P-Phantom, you were a m-militant once before. You know the cost of v-victory. S-Sometimes people have to pay in order for there to be s-stability." Taskmaster told him. "We won't hurt them, S.H.I.E.L.D. w-will."

"Nobody. Hurt. Period." Phantom spelled it out for him.

"N-noted." Taskmaster nodded.

**_I have a feeling he does not care about how I feel about it. No matter, I'll make sure he doesn't try it._**

"Be ready tomorrow by n-nightfall, the scrambling of agents s-should notify you w-when we've made c-contact with the helicarrier's d-defenses. Taskmaster out." The hologram faded and the box closed up.

The agent picked it back up, nodded at Phantom, and jumped off the helicarrier, using his wings to glide back down.

**_Taskmaster… We shall see which outcome is decided for tomorrow…_**

Phantom looked back out into the city from the deck, he saw the dream Spider-Man had recently, it had occurred in his mind…

**_I try to wake him up from his nightmares… I do not intend to kill Spider-Man… But I'll understand him enough to keep him from interfering with my goals. If he sees things my way, maybe his perspective on Fury will change as well._**

"I wonder what the dream meant this time around… Hmm…" Phantom disappeared into the air, and walked back into the helicarrier's lower levels. He hid within an engine room, next to the fourth gigantic turbine. He had stolen a pillow and blanket from the inventory room and slept there since before he revealed himself to Fury and now.

He lied down, closing his eyes. He began to remember the nights in his cell that he spent over sixteen years locked up in. His mattress was tattered and torn, and the blankets were moth eaten and itchy.

The pillow was stained a light brown color, and the entire cell reeked of death. He hated it so much, but it was the only place he could be.

Whenever the guards let him out, they moved him around in a cage to let him breathe clean air. With the electricity still flowing through him, he couldn't disappear… but he valued the moments he tasted clean air.

He remembered the years as they counted by…

The first year, he almost went insane, missing his wife, missing his family, and keeping in high hopes that he would see them again soon… the personnel in charge of him told him he was going to be out of here in no time, and regularly checked up on him to check his progress.

The second year, he tried sending messages out to his wife, but nothing was able to go through or back. He discovered his power to enter his dream-realm and create a world of his own. The personnel continued to visit him, but less frequently every day. He was still missing Maria, keeping the picture of her in his locket close to his heart.

When the third year came, he begged the personnel to let him the liberty to contact his wife, he tried to every time they came around to check on him, but they weren't authorized to let him do so. As far more important S.H.I.E.L.D. projects popped up, they started to see him only a few days a week, allowing only one sentry to give him food every night. He started to lose his mind to the whispering effect… that had begun to plague him from that year forward, and unintentionally use it against the personnel who came to check on him.

By the decade marker, the personnel had stopped visiting him completely, and had abandoned his project. The sentry delivered food every night still, but it was in a small package or container of rotten food. But Phantom ate it regardless… he had given up all hope at that point in time. His only hope to return to his wife was kept in the locket she had given him all those years ago.

**_…_****_I want my life back…_**

* * *

Sorry it took so long for another chapter, readers. Been really busy this week, but I'll try to write another by the end of the weekend, Hope you all enjoy this little chapter, and stay tuned for more:) As always, feedback is appreciated:) Thanks!


	13. Chapter 13 - Revelations

**Chapter 13: Revelations**

Director Fury kept a close eye on the progress of the helicarrier's ship search for Phantom. The critical areas like the engine rooms were already cleared but most of the darkened lower levels haven't been completely checked. A couple agents were attacked by the disappearing Phantom down there, but he continues to disappear into the nothing as they pressed on him.

"I think it's time we call him out of hiding, the only way he'll come to me is if I make him another offer." Fury told Agent Hill, who was standing next to him.

"What offer would work, sir?" She asked him curiously.

"I don't know. I don't blame him for acting the way he does towards me after sixteen years, but I've never once stopped believing he could be saved… I took full responsibility for what happened to him…" Fury contemplated on the past.

"Good or not, we need to find him, sir. My next suggestion would be to terminate him on contact instead of attempting to capture." Hill suggested staunchly.

"He can't be killed." Fury calmly told her, staring out into the glass pane of the bridge.

"What do you mean, sir?"

"Project Vitruvian gave Cruz a mutagen that contained strands of the Wolverine's DNA that was taken from him during Project X… the regenerative factor." Fury calmly stated. "I've confirmed this when we tested his blood a couple days ago… I had feared that he had gained the attribute and he did."

Agent Hill stared at the director in shock, "But…how… sir, then how do we stop him?"

"We can't. I don't want to admit it but the only reason I kept Phantom locked away for so long was because I _knew_ how dangerous he was to us and to everyone else. We created an immortal being… and made way for our future projects at his expense." Fury sighed. "It'll cost us even more in the long run if we don't find stable ground with him."

"Then what should we do now, sir?"

"Keep the helicarrier on lockdown, and contact Coulson to let him know of our status. We'll wait until Phantom comes out, he has to… he's just biding his time until he finds an opportunity, just like the last time I captured him." Fury simply ordered, and she nodded and left to do what she was told.

From the corner of the bridge, the man the whole helicarrier was looking for stood in the shadows in his own cloaking. He watched, waited, and knew what was going to happen next.

**_You won't have to wait for long, Fury… The time is near._**

* * *

Peter woke up the following morning after bashing Sam on the head for having snuck up on him and Ava the previous night. It was early in the morning, but he knew he had to get ready for what the day was planned for. He got dressed and could smell the breakfast Sam was cooking up already.

**Dang… He really loves cooking, hopefully he doesn't tell the rest of the team of what he saw last night… **

Peter walked out into the hallway and saw that Luke and Danny were still asleep through their rooms. He knocked on their doors to wake them up. Aunt May was talking to Sam downstairs in the kitchen and someone was taking a shower, presumably Ava. After he saw movement with both Danny and Luke getting up, he walked downstairs to the kitchen.

"Peter! Good morning!" Aunt May greeted him as he walked in. Sam's back was facing him; he was on the stove cooking eggs and bacon.

"Morning, Aunt May. Good morning, Sam."

"Morning, Pete. Just you wait until you try my breakfast this morning, bet you missed it!" Sam happily greeted him.

**I'm sure I will…**

"What are you guys planning to do today, Peter?" Aunt May asked him as she took a sip of her coffee.

"Eh, I think we're all going to go out somewhere, maybe to the park." Peter quickly came up with something to tell her, hoping she didn't ask to accompany them.

"Oh, well have fun! I'm going to go out with my girls to the mall in-case you all need me today." She informed him with a smile.

**Oh thank god. **

"Good, what are you going to buy?" Peter asked to make some conversation.

"Not sure, maybe some new gear for when we all go out to the mountains and hike, or another helmet for when we go dirt-bike racing!" Aunt May pondered with much amusement.

**Man, with all the activities Aunt May does, you'd think she's still a teenager like the rest of us. Truth is, after Uncle Ben passed away, she tries to occupy her time doing something rather than staying alone in the house… I can't blame her for that.**

"Morning everyone." Luke and Danny entered the kitchen, slouching, they looked tired.

"Hey! You two ready for my breakfast?" Sam asked them as he finished the bacon and placed it to the side.

"I am tired. Breakfast will ready me for the day ahead." Danny calmly stated and held his head. "I had a bad dream last night."

**Him too?**

"Join the club, Danny. What was your dream about?" Peter asked him with curiosity.

"I shall tell you later my friend, it was very frightening…" Danny sighed. "I woke up in sweat and trembling, it has been a while since that has happened."

**Hmm… I wonder what his dream was then… I heard the whispering effect before I fell asleep, I'm more than sure of that… **

"Good, now where's Ava? She was always the last one to come to breakfast." Sam asked as he got the eggs and bacon onto the plates for everyone, it looked so good.

"I heard that." Ava walked through the kitchen doorway. She was all dressed and ready for the day, her hair still slick from her shower. "Good morning everyone!"

"Good morning, Ava, how did you sleep?" Aunt May asked her.

"Good, tired but…" she glanced at Peter. "…ready for the day to start."

**I am too… I won't lie.**

"Ah, finally, breakfast is ready." Sam picked up the plates and beckoned Peter to help him set up the breakfast table.

Ava, Aunt May, Luke, and Danny went to sit down on the kitchen as Peter set up the table and Sam placed all the plates to where their respective spots were and they sat down once it was all ready, they began to eat.

"So, Peter… What are you going to do today?" Sam looked at Peter then at Ava after taking a bite, and grinned from ear to ear.

**I really hope he doesn't tell anyone about what he saw, that's really personal…**

"I thought you five were going to go to the park." Aunt May asked.

"Oh, yeah that's right." Sam quickly shut up. "I almost forgot about that, heh."

**That's right… shut up Sam.**

They continued eating breakfast, talking about how their day was going to go and the new topic of this Phantom character that was shown on Daily Bugle Communications.

**If you only knew who he was, Aunt May…**

Aunt May left early to go out after breakfast, leaving the rest of the team ready and able to do what they planned to do. They switched into their costumes after she had left and disembarked towards the city.

"Alright, does everyone know what they need to do?" Spider-Man asked the team when they arrived.

"I'm going to go see Coulson first before I go to the helicarrier, just to check on the status before I actually have to go up there, to like… try and avoid walking into an ambush you know?" Nova informed Spider-Man.

**That makes sense, good thing Nova is using his head today at least.**

"Tiger and I will go investigate the whereabouts to Phantom's wife." Powerman added his part.

"Yes, I did some research on Cruz's family and found her name to be 'Maria Escobar' on the S.H.I.E.L.D. database; they had kept a close eye on her after they took Phantom away all those years ago. We'll go there." White Tiger updated them.

**Good, so we have a lead on that. Hopefully that will shed some more light to Phantom and maybe solidify a reason for him to come out of hiding, if his former wife would talk to us that is.**

"…and you and I will go see Dr. Strange at his manor." Iron Fist told Spider-Man.

"Good, it seems we're all set. Stay in touch, team, we'll be on the communicator. Nova, let us know once you find out what's going on with the helicarrier before you go." Spider-Man ordered Nova, and he nodded back.

"Got it."

"Good luck, everyone." Spider-Man and Iron Fist split up along with the rest of the team from there.

* * *

"I just hope the mental connection Phantom established with me is still there… hopefully we can talk to him to reason with him and figure all this out." Spider-Man told Iron Fist on the way over.

"I agree. The sooner we reason with him, the better. I only hope he does not try anything that could endanger the mission." Iron Fist contemplated.

"I'm more worried about what Taskmaster could be up to, I can't believe we let him go back in the jungle." Spidey sighed. "Stupid Taskmaster and his stupid plan…"

"Calm, my friend, we shall see this through in time." Iron Fist assured him. "Argh… my head is still hurting from this morning."

"You alright?"

"I am not certain, the nightmare I had last night has really had me in thought this morning." Iron Fist replied.

**The dream…**

"What happened in your dream, Iron Fist?" Spider-Man asked in a serious tone.

"It was very strange, I woke up in the dream and found myself fighting the training bots from the training simulator on board the helicarrier… but they were out in the streets of the city. I fought them until I looked up at the sky and saw that the helicarrier was on fire, and it was falling onto the city. You were there, along with the rest of our team… but we were bested by the bots and an unknown foe." Iron Fist explained his nightmare with a tone of fear in his voice.

**Holy crap… That sounds exactly like what I dreamt…**

"Iron Fist… Would it creep you out if I told you I had a dream just like that last night?"

"It would… I fear that whatever the dreams mean… it does not bid us a good future in the days ahead." Iron Fist solemnly stated. "We just have to hope that they do not come true."

"I hope they don't…"

They both arrived at the cloaked manor, standing in front of the grand door with the gargoyle statues on the sides of the gray steps. They stared into the eyes of both Spider-Man and Iron Fist as they approached the manor.

"The path to enlightenment awaits once more…" Iron Fist re-quoted himself for a third time.

"Will you always say that when we come here?" Spider-Man asked him. "Fortune cookies don't repeat themselves three times you know."

Iron Fist shook his head as they entered the front doors which always seemed open.

**You'd think Dr. Strange would keep those doors locked, but I guess if you're really looking for him, he'd have his door open to anybody, complete strangers. How strange for Dr. Strange… Heh…**

They walked through the empty hallways where they visited twice now; looking around for signs of Dr. Strange, but nothing was heard throughout the manor, the halls seemed to echo with every step they took.

"You sure he's back?" Spider-Man questioned.

"I am sure, I visited him last week and he had told me he would be away until this Saturday morning." Iron Fist answered him confidently.

"I see… wait, why were you here?" Spider-Man curiously asked.

"I wished to meditate with him and receive advice… However, it was then when the whispers began to bother my mind…" Iron Fist told him plainly.

"Ohhh… Wait, Iron Fist, you've heard the whispers?! The whispering effect?!" Spider-Man asked in shock. "How come you haven't told me this?!"

**How the hell did he not bring this up?!**

"I did not tell you because I have only heard them while I meditated, I did not think that it had come from Phantom because I did not think he had reason to… but now that you bring it up…" Iron Fist began to realize what was going on.

**This just got a lot more complicated if Phantom has made a mental connection with Iron Fist…**

"We need to find Dr. Strange…fast." Spider-Man stated with haste.

"Agreed, my friend."

"Hmm…" Spidey looked through one of the doors, the room where Strange had sent him into Phantom's dream-realm. It was empty. "Nothing here…"

"This was where we had meditated." Iron Fist pointed out.

"…and this was where I made contact with Phantom in the dream-realm…" Spider-Man put two and two together and realized what it meant.

"Maybe you made a connection with Phantom himself… through here." Spider-Man guessed.

**I honestly don't know how but with all this dimensional science that Dr. Strange brings up all the time, it wouldn't surprise me if Iron Fist had somehow magically created a mental connection with Phantom.**

"What do you think, Iron Fist..." Spider-Man turned to where Iron Fist was standing, but he wasn't there anymore. "Iron Fist?" He looked down the hallway and saw Iron Fist walking with haste through the hallways, murmuring something to himself.

**What the…? Iron Fist is usually strange but…**

"Iron Fist? Where are you going?" Spidey called out to him as he walked towards a large doorway.

"I hear them… the whispers. I must confront them." Iron Fist calmly told him as he continued to walk.

**Oh no…**

Spider-Man ran down the hallway to catch up to Iron Fist as he entered through the doorway and into another room. He stopped as he looked through it. There was a large portal-like mirror in the middle of the darkened room. It was glowing and something seemed to be in it, a shimmering image of someone or something. Iron Fist was slowly walking towards it.

"Iron Fist…Stop!" Spidey ran and tackled him down.

"The whispers, Spider-Man… I must…follow." Iron Fist struggled to get up. Spidey looked up at the mirror, and Phantom's shimmering image stood.

**Phantom! Holy crap… this is getting very weird!**

"Spider-Man, don't let him enter that portal." He heard a familiar voice inside the room. Dr. Strange emerged from the shadows.

**Convenient timing, Doc!**

"Doctor! Where were you?!" Spider-Man continued to hold down Iron Fist.

"I've just returned from business with some of my cohorts in the country, it seems Iron Fist has been influenced by the mirror." Dr. Strange stood in front of it, between them and the mirror.

"He's hearing the whispers I was hearing weeks ago, doctor!" Spider-Man told him in shock.

"The Phantom?"

Spidey nodded.

**I'm glad he remembers it!**

"I see… I sense you've returned to me so that you can establish another connection to the enigmatic dream-walker known as Phantom." Strange began to pace around the mirror, looking into the shimmering image of Phantom.

"How did you know?" Spidey asked curiously.

"The Phantom appears before you in the mirror, even I can see that." Strange pointed out.

"Does that mean he's like…seeing all this right now?" Spidey asked him.

"No, it means that the whispering effect is beckoning Iron Fist to enter the portal." Dr. Strange ushered them to follow him back into the hallway. "We must trace the connection back to Phantom…"

Spider-Man picked up Iron Fist by webbing his arms together and dragging him back away to keep him from running to the portal. "Let…go." Iron Fist argued calmly.

"What is that thing?" Spider-Man asked about the mirror to Dr. Strange as he walked down the hallway.

"An ancient relic that acts as a gateway from the different dimensions, it has a life of its own…" Strange briefly explained. "…But no time for that, the situation has changed, Spider-Man."

"How so?"

"Both you and Iron Fist will enter the realm this time; since the Phantom has created a connection to Iron Fist it seems…" Strange shook his head. "…I shouldn't have let him meditate in the room where I helped you connect to Phantom the first time…"

"The whispering…" Iron Fist murmured.

"Will he be all right?" Spider-Man worriedly asked him.

"I would hope so." Strange calmly replied.

**Of course… But Phantom had told me he severed the connection with me… maybe he kept it up? I had hoped so, at least then I could speak to him!**

Strange led them back to the room where Spider-Man had connected with Phantom the first time around, and had Iron Fist sit on the chaise lounge. He was starting to complain about the whispers, and his head was throbbing with pain as he grabbed it and shook it around.

"The whispers!" Iron Fist stated loudly.

"Spider-Man, take a seat next to Iron Fist." Strange was ready to make the connection.

**In the case that this next visit to Phantom kills me, I would just like to point out how much I hate being a superhero sometimes… It's a bit of a drag when you have to face a guy who can enter your mind.**

"Here goes nothing once again." Spidey sat down next to the troubled Iron Fist and felt Dr. Strange place his hand on his head along with Iron Fist's.

"Hope this works!" Dr. Strange stated loudly.

Spider-Man began to hear the whispering effect once more as the magic was being channeled between both their minds, and within seconds… he felt his mind being pulled back to the reaches of the channel and was blacked out… both Iron Fist and Spider-Man did.

"Just have to… hold the channel…" Strange grunted as he kept the bridge between both their minds and Phantom's open.

* * *

They both felt the blackness of the dark reach of the channel flow through their minds as they slowly woke up with the coarse feeling of the sand of Phantom's recognizable island. Spider-Man sat up, feeling the tidal waves violently crash on him. The thunderstorm that was far away the last time he was there now surrounded the island, an opening in the clouds kept the blue sky still shining over the island… but it was apparent the storm was about to hit. He looked beside him and Iron Fist laid flat on his face, not moving.

"Iron Fist!" Spider-Man got up and ran towards his friend, he turned him over and Iron Fist was murmuring something.

"The…whispers… the whispers…" he was delusional.

"We're on the dream island, Iron Fist, Phantom's mind, come on!" Spider-Man tried to slap Iron Fist awake but couldn't get him to come back to consciousness.

"Come on, Iron Fist… snap out of it!"

Iron Fist didn't respond clearly, and so there was nothing Spider-Man could do for him.

"I'm going to punch you with my fist when we wake back up, come on." Spider-Man picked up Iron Fist and carried him on his back, the dream environment made Iron Fist feel extremely light.

Spider-Man trekked up the beach and through the rocky stone that separated the hill from the sand, once he carefully traversed the stones; he was walking up the grassy hill to the pillar that beamed the radiant light into the opening in the blue sky.

Once he arrived to the pillar, he looked around, but Phantom was nowhere in sight. He slowly placed the delusional Iron Fist on the ground and scouted around the area, but nobody was there.

"Phantom! Where are you?!" Spider-Man called out into the dream-realm, but not even the ambient whispers answered him.

**Crap… Well this was for nothing.**

"The… whisper…" Iron Fist murmured once more, but this time he pointed at something. Spider-Man looked towards the direction Iron Fist had pointed at and saw a shimmering image of two people…

The shimmering memory of Maria stood in front of a shimmering memory of Phantom, in his costume. But it wasn't the young and beautiful Maria that Spider-Man saw in Phantom's last dream… she had grown older… and Phantom didn't have his mask or hood on. Maria had tears rolling down her eyes.

"Alejandro… I…I'm married and…" Maria said to Phantom while looking down at the ground in tears. Phantom's expression turned grim.

"I…You had promised me…" he told her in a sad tone.

"Alejandro, I thought you were dead! We all did!" She reached for his hands, but he kept them away from hers. "If I knew you were still alive…" she tried to caress his cheek but he kept her from doing that as well.

"I…I suffered sixteen years to see you again…to be with you again…and…" he began to cry.

**This…this seems recent… Phantom… spoke to his wife?!**

"I…I must go." He seemed to have swallowed the sadness and turned it to aggression.

"No! Please! Don't leave! Not again!" Tears were streaming from her at this point.

Phantom took out a locket, a dull golden locket, and reached for her hand, placing it in her hand. "I don't want it back!" She cried to him, trying to give it back to him.

"This locket…kept me from losing my mind for sixteen years…kept me from ending my own life out of misery for sixteen years… To return only to find out you're no longer mine… This is something that belongs only in your family." Phantom fought back his tears.

**Phantom… No… **

Phantom took a step away from Maria and slowly put his mask back on his face.

"They…they never cured you, did they?" She sadly asked, and he slowly shook his head as he put his hood on.

"Alejandro…I'm…I'm so sorry!" She cried to him.

"Who told you I was dead?" He asked her in a serious tone.

"It was…it was that man with the eye patch that took you that day. He visited me a year later to tell me you had died…and…I…" she covered her face with her hands and looked back up.

**No… Nick told her that Phantom was dead?! Why… he… he already knew Phantom was still alive! Why would he do that?!**

"Please don't leave, Alejandro, I mourned you once already, please don't leave! God returned you safely to me! Let me… let me help you!" She begged Phantom, but he shook his head.

"Thank you for being the only hope when there was none for me… I will always love you." It was all he could say before turning around to walk away from her.

"No!" she ran after him but the two memories had faded.

**Fury was the one who told her he was dead… She re-married because she thought he was dead! But she also had a daughter!**

Two other shimmering memories appeared before Spider-Man, one was of Taskmaster and Phantom.

**Now we're getting to the bottom of things…**

"Join me in what I'm about to create as a plot to bring down S.H.I.E.L.D. once and for all… and since you have access to the helicarrier… that will play to our advantage… Phantom, if you help me do this, I will make sure you are cured, and I will make sure everything is amended in your name. Far more than what S.H.I.E.L.D. can promise you." Taskmaster offered to Phantom.

**Holy crap…if Nick knew about this…**

"What about Spider-Man and his team?" Phantom then asked with concern.

**Yeah! What about my team and me!?**

"What about them? We eliminate them too!" Taskmaster answered furiously.

**Crap…**

"They're innocent; they're not even part of S.H.I.E.L.D.!" Phantom argued to Taskmaster.

"They don't trust you, and they'll do everything they can to stand in your way if given the chance. Do you want to be considered Fury's slave, or a true master of your own power?" Taskmaster extended his gloved hand towards Phantom with his other hand ready at his pistol. "I'm only offering this once, Phantom, are you in or not?"

**Don't do it Phantom! Don't do it!**

The memory of Phantom stared out at the sea before looking back at Taskmaster, and shaking his hand. The memories faded away from view shortly after.

**No! So he ****_did_****establish an alliance with Taskmaster! That…that explains it all! **

"Come on, Iron Fist! Wake up!" Spider-Man ran back to Iron Fist, who was still lying down. But he was fully unconscious now. Just then, two more memories appeared for one last time, it was of Deadpool and Phantom.

"Heheh…did Taskmaster make his offer yet?" Deadpool asked Phantom.

"He did…and I've reluctantly accepted. The entire helicarrier is on lockdown, looking for me right now…" Phantom responded to him.

**This is happening now?!**

"Ooooh, what a good strategy! You do know the plan, right?!" Deadpool then asked.

"What plan?" Phantom looked confused.

"Tomorrow, Taskmaster will attack the helicarrier as a diversion to get _me_ out of here!" Deadpool filled him in.

**I got to tell Fury! If this is set to happen tomorrow!**

"An attack? To get you to escape?" Phantom reiterated it.

"Yep! It's a minor setback! I didn't expect to lose to you so easily! But back then you were with Fury! Things changed now! I miss that sword you got there!" Deadpool provoked Phantom at that point, he grabbed Deadpool by the collar.

"Nobody…touches…my sword. Not even Spider-Man." Phantom's memory angrily told Deadpool before it faded away for good, it was the last memory.

**Greatly noted that nobody touches his sword!**

Suddenly, the horizon started to turn into a pitch black darkness… and it was enveloping the sea as it grew closer to the island.

"The…channel…is closing." Iron Fist murmured.

**Crap! We better get out of here! But how did I get out last time?!**

Spider-Man looked up at the beam of light. "That's it! Come on Iron Fist! We're getting the hell out of this place!" He grabbed Iron Fist and lifted him on his back once more as he webslung to the top of the pillar. The darkness had reached the stony rocks and closing in quickly.

Spider-Man jumped into the beam with Iron Fist and the beam slung them up into the sky right as the darkness enveloped the pillar, they blacked out as they travelled up through the mental bridge.

* * *

_After the team had split up, White Tiger and Powerman followed the lead of Maria Escobar. _

"Okay, Tiger, so I have to ask, you and Spidey... going on a date tonight?" Powerman asked Tiger curiously as they jumped through town.

"It's not a date… we're going on a training session, Powerman." Tiger tried to clarify.

"I don't know Tiger; you two have been acting really strange these past few weeks. You know it's okay to admit you two have a thing going on, nobody is going to judge." Powerman tried to reason with her on the whole situation.

"Powerman, Spider-Man and I do _not_ have anything going on, really." She assured him sternly.

"Alright, if you say so Tiger." Powerman dropped the subject, they both stopped on a rooftop in Gramercy.

"What did we stop for?" Powerman asked.

"The log that S.H.I.E.L.D. had on Phantom's wife said she lived here in Gramercy… but I'm trying to figure out something…" She began to ponder. "… Do you think Phantom already visited her?"

Powerman shrugged. "I'm not sure, but it would explain why he's acting the way he is."

"Maria Escobar… She re-married didn't she? Gosh…" Tiger led Powerman down to the street level in an alleyway to scout out a closer look at the buildings. "I don't think Phantom would've taken that well."

"Where does she live? Which building?" Powerman looked around as they reached the street.

"Over there." Tiger pointed at one of the residential buildings. "I doubt the front desk would let us in costumed like this though…"

"She knows about S.H.I.E.L.D., right?" Powerman asked Tiger.

"Yeah, why?"

"Well, that means it wouldn't be bad to go in without our costumes." Powerman assured her.

"Ugh… yeah you're right." Tiger ran back to the alleyway to take off her costume.

* * *

Luke and Ava stood in the elevator in the building, waiting for it to land on the floor they needed to get to.

"I wonder what she'll tell us." Ava told Luke. "I just hope we find the answers we're looking for."

The elevator stopped and they got off to look for her room number, Ava had written down the exact address to Maria Escobar's apartment, and at last… they found it. Powerman softly knocked on the door. They heard someone walk to the door. A young teenage girl opened. "Yes…?"

Ava and Luke looked at each other, "Uhm… Hi, we're looking for Maria Escobar, is she home?" Ava asked the girl. The teenager nodded back.

"Who's asking?" The girl asked Ava.

"… Tell Maria that agents of S.H.I.E.L.D. are asking." Luke answered for her.

"Okay." The girl gave a confused look and called for her mother. An older looking woman came to the door, she looked older than what Ava had remember seeing on her profile, she was dressed casually and looked like she had been up all night.

"Hello, is there something I can help you with? Are you one of my clients?" Maria asked Ava politely.

"Mom, they said they're from S.H.I.E.L.D. or something." The girl told Maria, who gave them a frozen look… she knew who they were.

"…S.H.I.E.L.D… Is this about…Alejandro?" Maria nervously asked.

"Yes, ma'am… we were hoping to ask you about Agent Cruz." Luke told her.

"Please, come in." Maria let them through the door into a beautiful medium-sized living room with grand furnishings and ornaments, and a pretty fair sized television. Maria sat down on one of the sofas and Ava and Luke sat down across from her, the girl sat next to Maria.

There was a brief silence between the two, knowing what this was about.

"Is…Alejandro okay?" Maria asked.

"He's… well, we came here hoping to find out about him." Ava answered. "He's disappeared and has been evading us for more than 24 hours now…"

"I see…" Maria's hands were shaking. "He…came to visit me, not too long ago."

Ava looked at Luke, confirming her suspicion.

"What happened, ma'am?" Luke asked her cautiously.

"Please, call me Maria…" Maria assured the two of them that she felt comfortable talking to them. "He came to my door a couple nights ago, at first, I didn't recognize him, I thought he was a strangely dressed man coming to me for legal assistance…"

"I didn't think much of it until he showed me this golden locket… a locket that had belonged to my grandmother… it had a picture of me, and I gave it to him before they took him away that… that night." Maria's eyes watered up. "I'm sorry… It's just… after burying a man you loved all your teenage life only to find out one night after sixteen years that he was still alive all along… it's… it's the hardest feeling in the world."

"It's all right, Maria… What else happened?" Ava took out her notepad and started jotting down notes.

"I had told him, that I had re-married… and he got so upset… upset at the fact I didn't wait for him and… It was all my fault…. I… I shouldn't have… but…" she glanced over at her daughter. "I didn't have a choice."

The girl looked solemn in the face… she was around the same age both Ava and Luke were… but she looked a lot like her mother, only much younger.

"I'm sorry, this is my daughter, Selena… she's…" Maria introduced her daughter.

"…Cruz's daughter." Luke finished it for her. Maria nodded.

Selena looked at Ava then Luke, she was very quiet, as if trying to find the words to express her stolid feelings, but she couldn't.

"I raised her on memories of who her real father was, I always wanted her to know who he was…" Maria told them.

"But the files we had on you said that her last name was Escobar…" Ava brought up.

"I did that so that people didn't try to connect Alejandro to us… to keep us safe from the enemies Alejandro had made…" Maria explained the reason as to why it was like that. "But Selena always knew about her father…"

"What about your husband? How does he feel about Cruz?" Luke asked her.

"Fernand? Bless his soul, he's very understanding of the situation. I've been up day and night since Alejandro came to my door to try and find him, seek help for him… I just… I don't want him to hurt anymore… not after being gone for so long." Maria answered him. "Fernand's been helping me ever since to try and locate him…"

"Where is he now?" Ava asked.

"He's at his work right now, probably brokering more stocks…" Maria told her. "I love him… but even he has to understand Alejandro was my first love… even if we can't be together anymore, I want to make sure he can be helped… I want to be there for him…"

"I see…" Ava wrote down more notes, while flipping back to notes she had taken on Phantom's file. "How did you find out about Cruz's death?"

Maria wiped away the tears to gather herself, and try to remember the memory of it. "A dark skinned man with an eye patch came to my porch almost a year after the very same man took him away to figure out a cure for what they did to him…He told me that Alejandro had accidentally died in the curing process, and that the body was burned."

But Maria's tears returned. "He gave me a pile of ashes and a million unanswered questions as to what happened… I had Selena, who was still only a baby… and nobody I could turn to for help… I had left my family to marry Alejandro… they never took me back in… it wasn't until six years later when I met Fernand while working at the coffee shop down the street from Wall Street when my life began to turn for better… to raise her."

"We visited the grave they buried the ashes in every year…" Selena finally spoke out.

"Yes… and for him to have returned… I don't know what to think now." Maria added. Luke looked at Ava.

"Fury told her that Alejandro was dead? How…? When he knew that he was still alive?" Luke whispered to Ava. She just shook her head.

Maria then leaned forward, and asked, "Please tell me Alejandro is okay…please."

Ava didn't know what to tell her. "I don't know… We've been trying to locate him for hours now but we fear there may be more going on than we suspect…"

"Please… if you find him… please tell him that I still love him, and that I'll be here until he returns." She asked of Ava. "Please tell him that."

"I will." Ava assured her.

They continued to talk more about Maria's history with Cruz and how she had met him after he left active duty service in the Marines. He had joined up with S.H.I.E.L.D. after Fury had taken an interest in his skills and offered him a well-paying job with the organization. It was to help pay for their wedding and to provide for them a future. The conversation continued until Maria had no more to say about Cruz, Ava and Luke had decided they found out all they needed.

"Wait…" Maria got up and walked into the hallway of the apartment, she shortly returned with a dull golden locket. "Promise to give this back to him when you find him."

She slowly handed it to Ava, and Ava clutched it in her hand. "I promise, I just hope he's willing to take it back."

"He has to. He must." Maria was confident.

They bid her goodbye as they left the apartment, and Ava looked at Luke in shock. "So according to her, Fury told her that Cruz was dead…when really that wasn't the case!"

"There has to be more to that, I don't believe he'd be that deceptive." Luke told her.

"You're right; maybe we should contact Peter and Danny and see if they've made any progress."

Ava put away her notepad and walked into the alleyway to put her costume back on, Luke switched back after her, they headed on out to the school where Coulson was to report what they discovered…and to contact everyone.

* * *

"So I said to him, hand it over and I'll only partially _unalive _you! Ha ha!" Deadpool knocked a joke out referencing his previous encounter with Spider-Man in his cell over to Electro who still couldn't hear what he was saying. "Boy that Spider really gets me going! I could never unalive him!"

Suddenly, he heard something thud behind him. Deadpool looked behind him and saw a sword hanging in mid-air, Phantom appeared before him, being the one who was holding the sword the entire time. He threw the sword down at Deadpool's feet.

"It's almost time, be ready." Phantom coldly told him.

"My sword!" Deadpool picked it up and embraced the hilt with much love. "Thank you, Phanty! When will Taskmaster come here?"

"…by nightfall."

"Ah, good! We should probably drop a goodbye to Fury before we leave for good!" Deadpool grinned.

"Perhaps we should." Phantom agreed with him.

* * *

Hope you guys like this chapter! It was going to be longer and have Deadpool actually escape in this one but I figured revealing the plot to Spider-Man and the team would've tied in a lot better right before the escape!:) Next, Deadpool Escapes!:) As always, reviews are appreciated! Thanks and stay posted for the next chapter!


	14. Chapter 14 - Masked Zeroes

**Chapter 14: Masked Zeroes**

Dr. Strange fell backwards onto the floor as he let the channel dissolve in his hands, letting go of both Spider-Man's and Iron Fist's heads, he looked up and saw that they were both conscious, they had escaped the dream-realm in time for them to return.

**That…that was crazy…**

Dr. Strange stood up, "Spider-Man! Iron Fist! Are you both all right?! I couldn't keep the bridge open enough, I am sorry I had to let go."

"It's all right, doc… we were able to find out what we needed." Spider-Man helped Iron Fist up, who seemed to be well now.

"Yes…It was… a strange experience." Iron Fist shook his head.

"Did you make contact with the Phantom?" Dr. Strange asked with concern.

"No… but we found out what's going on up on the helicarrier… or rather what's going to happen." Spider-Man informed him with haste. "But we need to go report to S.H.I.E.L.D. now, thank you doctor, your help with this situation really has gotten us farther than we had imagined."

"It's quite all right, Spider-Man. I wish you luck in whatever the future has planned, if you ever need my assistance, I am here." Dr. Strange assured him.

"Thanks doc." Spider-Man guided Iron Fist, who was still groggy from the dream, out of the manor.

He allowed Iron Fist some time to collect himself while he made time to contact the rest of the team.

"Tiger, Powerman, status report, we just got back from Dr. Strange… and boy, do we have some news." Spider-Man beeped the rest of the team.

"What did you find out?" Powerman asked over the communicator.

"Long story short… Phantom's made an alliance with both Taskmaster and Deadpool… and Taskmaster is planning an attack on the helicarrier tomorrow… We need to tell Nick!" Spider-Man summarized it for them.

"How did you find out about this?" Tiger asked skeptically.

"Iron Fist and I entered Phantom's dream-realm, he wasn't there but we saw the memories from his mind tell us what had happened… Nova, what's your status?"

"The helicarrier is still on lockdown, webs. Coulson won't let me go up there because the helicarrier's lockdown protocol is to shoot down anything that approaches the ship… it's gotten that serious." Nova informed the team.

**Well…at least it'll be safe against any pending attack if Taskmaster is to follow with what he has planned.**

"You guys should probably double back here to the school to tell Coulson of what you've learned…" Nova suggested.

"Good idea, we'll be there soon." Spider-Man turned off the communicator and turned to Iron Fist, who wearily got on his feet.

"Are you all right?" Spidey asked him.

"I am, fine… The whispers have stopped, I am just a little light headed…but I am ready when you are." Iron Fist readied himself.

**I don't believe that, but we got to get back to the school regardless.**

"All right, Iron Fist, c'mon." Spider-Man web-slung up into the street and Iron Fist followed behind as they ran through the city.

**Why would Phantom ally himself to Taskmaster? Could it be because of what he found out about Nick telling his wife that he was dead for sixteen years? It just doesn't make sense… I saw good in him, could the anger he has for Nick really stretch beyond his morals? **

**The only thing to do now is warn Fury about what we've learned so that they can prepare themselves for what's next… there's no telling what could happen if Taskmaster is able to break Deadpool out of the helicarrier… who am I kidding… there's no telling what could happen if ****_Phantom_**** got out of the helicarrier and into the streets! **

**Maybe after this we can swing up there and… Oh no… the date tonight with Tiger! Argh… I mean… she'd totally understand if we have to cancel, the mission is more important…but that'd mean we'd both be proving her theory that nothing can ever exist between us because of who we are…**

**Well… we'll see what Coulson has to say to what we tell him… if the attack is tomorrow, maybe there's still time to have that date…**

Closing in on the noon and minutes later, Spidey and Iron Fist arrive at the school and entered it with haste to get to the detention room where the rest of the team had already arrived. Nova stood next to Coulson while Tiger and Powerman sat down at the desks.

"About time you two showed up." Nova crossed his arms.

**Not today, Nova…**

"Spider-Man, Iron Fist, good that you both arrive, Nova tells me you four have something to inform me, while I have something to inform you as well." Coulson pulled down the projection screen on the board and turned on the projector. Iron Fist and Spider-Man sat down at the desks.

A video feed popped up on the screen, it looked to be a helmet camera from one of the armored agents onboard the helicarrier, and they were investigating what appeared to be the cell blocks on the ship as Spider-Man had recognized it.

**This...it was the cell block where they were holding Electro and Deadpool.**

"The man behind the camera is Agent Clarke." Coulson briefly told the team.

* * *

The camera turned around as the agent looked around the area, pointing his rifle to where he saw any sign of danger.

"Sir, there are no sign of the subjects in this block…" One of the agents spoke through the radio.

"Press on, use caution." Clarke ordered him.

"Yes, sir."

Suddenly, they heard a metallic screech ring through the cells and the power shut off from the entire block. Agent Clarke began to breathe nervously at this point.

"Turn on thermal vision." He ordered as he switched his helmet visor and camera over. The screen turned bright colors with blue signifying the less heated areas; he looked behind him and saw his team of agents at his back. They gave thumbs up when they were ready. He turned to the front and saw a red silhouette throw something at him.

"Contact!" He dodged out of the way, but as he fired upon the red silhouette, it disappeared from his vision.

"Oh my god…" another agent spoke. Clarke turned to see what was thrown, and as he looked closer…it was a severed hand. "One of the guards, maybe?" the agent suggested.

"No… look, it's producing electricity…" Clarke pointed out the electricity emanating from the hand. "…It belonged to Electro…"

"…How the hell…?" The agent was shocked.

Clarke kept an eye forward as he cautiously approached the wall where the red silhouette stood, while also trying to maintain his breathing.

"Sir, what's that?!" An agent called, Clarke looked up and saw two red figures standing at the entrance of the hallway they had just walked through. One of them charged at them.

"Open fire!" Clarke began to shoot at the approaching figure but it dodged the fire from the agents and kicked Clarke on the face, damaging his thermal vision. He flipped the visor up, and the screen turned dark as they heard what sounded like Deadpool's maniacal laugh through the gunfire from the agents.

One of the agents screamed as a loud slashing sound was heard, silencing his scream as what was presumed as blood spilled on the floor. The others yelled in terror as they fired upon the attacker. Clarke's breathing was still being heard, but it sounded like he was attempting to configure something on his helmet, suddenly the gunfire and the screaming were silenced by more slashing sounds… but at the point, Clarke was able to turn on the flashlight on his helmet, and it shined around the dark room, the bodies of his agents were scattered on the floor feet away from him in pools of blood.

"Damn it… damn it…" Clark let go of his rifle when he was kicked back and couldn't see where he dropped it, he looked at his side and grabbed at the pistol he had holstered, he pointed it up into the pitch blackness.

"November Fourteen Foxtrot, this is Agent Clarke on cellblock Alpha, the target has attacked my team… (Nervous breathing)… I have three agents, down, repeat, down… Requesting immediate assistance to my area! Please..." Clarke called into his radio, but nothing but static was heard.

"Damn it, somebody help!" He called again into the radio.

Suddenly, his flashlight began to flicker on and off. "No, no, no, don't go out on me…" The loud metallic sound was heard again, but it sounded distorted, as if something electrical was behind it, and his light shut off for good, reverting back to the pitch black darkness.

"November…Fourteen…Foxtrot…Please!" Clarke was beyond a nervous wreck at this point. "I need help!" The static of the radio marked his doom.

Suddenly, something dropped down in front of him, he heard the breathing of whatever stood literally right in front of him, but he couldn't make it out... the click of his pistol was heard, he was ready to shoot at whatever was in front of him.

"What…are…you?" He nervously asked the dark.

"…your worst nightmare." Phantom's whispered voice was recognizable, suddenly the helmet's flashlight turned back on, and Phantom stood in front of him, holding his sword up, and slashing Clarke across the face with his sword. The flashlight turned off instantly, and the video feed ended.

* * *

**Holy…crap…**

Coulson pushed the screen back up and turned off the projector, he seemed calm about what was shown.

"Director Fury sent me the feed an hour ago, this was in the cell block where they kept Deadpool and Electro… we've presumed Electro dead at this point…" Coulson briefly explained to the team.

"Coulson, we need to get up there and help them out! We can't let Phantom be doing this! Fury needs us!" Powerman argued.

"I know, but Director Fury has ordered me to keep you guys here, he doesn't want you five caught in the crossfire, he'll contact you all once they've treated the situation. They are locked on the helicarrier, so long as they can't escape, their luck will eventually run out." Coulson assured them.

**Not for long…**

"Coulson, you don't understand… Taskmaster is planning an attack on the helicarrier _tomorrow_!" Spider-Man blurted out to him. Coulson placed a hand on his chin, seeming skeptical.

"Tomorrow? How did you find out about this?" He curiously asked.

"Iron Fist and I visited Dr. Strange again today, and he helped us connect back to the Phantom's mind like he did with me last time when I was hearing the whispering effect. In his dream-realm, his recent memories were playing before our eyes! He had spoken to his wife not too long ago, and he found out from her that Fury had told her that he was dead all those years ago!"

"He did…?" Nova was shocked.

"…and shortly after, he established an alliance with Taskmaster, and the last memory showed us that he was going to help break Deadpool out of the helicarrier _tomorrow_!" Spider-Man finished explaining. Coulson paced around, trying to figure out what to do next.

"That's…odd… we've had Taskmaster's activities tracked to the other side of the country right now, how could he be in the region?" Coulson asked skeptically.

"I don't know, but it's serious Coulson…"

"What do you want us to do, Coulson? At this point, without communication with Fury, we have to follow what you think we need to do." Tiger added in. Coulson took a long moment to try to think this through.

"I'll have my men ready at a moment's notice to fly up to the helicarrier should Fury need assistance, he'll contact me. As for the rest of you, I'll follow what Fury has ordered me to do, and keep you five grounded until further notice." Coulson decided plainly.

**No… C'mon Coulson! Nick needs our help here! **

"Coulson, c'mon dude, we need to go up there and help Fury out with this 'Phantom' problem!" Nova argued with Coulson.

"I understand your concerns, I understand all of your concerns… but the reason why Director Fury wants you five here is because he knows just how dangerous and unforgiving Phantom is… this problem with this man is S.H.I.E.L.D.'s own business, this is something _we_ alone must handle. We can't let anyone outside the organization be hurt or killed over Phantom." Coulson explained to them calmly.

"That's so much bull-crap, Coulson, what are we to do?!" Spidey asked him.

"I'm sorry, In the meantime, you five can stay put until I call you all up to let you know Fury needs help or that the situation has been handled… Nova, don't try flying up there either… the helicarrier will shoot anything and everything that goes anywhere near of it, the lockdown has been increased." Coulson notified the team. "It's flying off the coast now, to avoid any air traffic that may come its way."

"Fine…" Nova sighed.

"You're all dismissed." Coulson told them, and walked out of the room. The team looked at each other in shock.

**I guess we can't leave to investigate the helicarrier like we had planned… Thanks for shooting down the plan, Coulson...you are the man… Not…**

"What do we do now, webs?" Nova asked Spider-Man. Spidey stood up and shrugged.

"There isn't much we _can_ do, Nova…. I guess we can all just go home and wait for a message or something from either Nick or Coulson." Spider-Man told the team solemnly.

"(sigh)…and we had planned for a big day." Iron Fist added.

"I know man… c'mon, let's go." Spider-Man gathered up the team and they left back to the house as the afternoon cleared into view.

* * *

Phantom and Deadpool stalked through the pitch black hallways, trying to find an exit to the flight deck of the helicarrier to wait for Taskmaster to show up. Phantom had placed a night vision visor onto Deadpool's mask, allowing him to see through the darkness. Phantom himself didn't need it; he had learned how to traverse the hallways by what he remembered the hallways looked like.

"So how will we get out of here, Phanty?" Deadpool suddenly whispered loudly as they crossed another dark hallway.

**_He's been asking questions ever since I broke him out and we knocked Electro out… He's definitely a lot more annoying while on a mission than I had remembered…_**

"There are shafts that exit out onto the flight deck; I am hoping we can find the one I had crawled through to get up there." Phantom frustratingly whispered back to him.

"Oooooooh, what about Fury? We should say goodbye to him! You said we would, Phanty!" Deadpool insisted.

"There are over a thousand agents walking the upper decks into the bridge, although we could probably take them, I'd rather we approach the bridge a different way rather than a full assault through the helicarrier." Phantom told him casually.

"Well, why not?! Imagine the carnage we would cause up there! C'mon Phanty, you know you want to! Just like we took out those guys back in the cell block!" Deadpool tried to encourage the idea.

"If you hadn't noticed… I don't particularly like to kill…" Phantom quickly shut the idea down. "…especially in a blood-bath…"

"But we had fun when we unalived those guys!"

"We had the element of surprise… and there was no other way around them, they had us cornered in the cell block." Phantom corrected him.

"Pfft… but you had fun with the whole 'Oooh I'm your worst nightmare!' thing!" Deadpool chuckled.

**_There is no pleasure in that… I simply answered what the agent had asked me._**

"You act as if I took pleasure doing that… I imagined they left behind families without an answer as to how they died… Taking a life is taking away a story from a history of memories… There is no glory in that… he was in the way… and I don't stop for obstacles…" Phantom clarified.

"You're the _only_ person that would stop to care about something as stupid as someone's family when it comes to unaliving them." Deadpool sighed. "You're a softie, Phanty."

"Call me what you must, I know for a fact even you aren't stupid enough to cross me a second time…" Phantom coolly told him.

"Argh, you got me there!" Deadpool laughed.

They crossed another hallway, there were agents at the far end searching for the team that went into the cell blocks, Phantom disappeared out of sight as he yanked a wall panel out and pushed Deadpool into the wall to avoid detection as they walked past.

Deadpool tried to complain but Phantom held his hand at Deadpool's mouth to keep him shut. The team of agents slowly walked past, shining their flashlights at every corner, but they didn't notice them. Once the hall was clear, Phantom took Deadpool out of the wall and continued on.

"We could've handled them!" Deadpool complained. "I want to use my sword!"

"We were better off hiding, they were an avoidable obstacle." Phantom told him.

"Jeez… How does Taskmaster expect to get any help from you if you aren't willing to go unalive a bunch of pansy S.H.I.E.L.D. agents?!" Deadpool wondered out loud. This caused Phantom to stop and turn to Deadpool.

"Let's get something clear, once more… I am _not _allied to Taskmaster; I've agreed to _help _take down S.H.I.E.L.D., the organization… I didn't agree to go on a rampaging killing spree of every agent on this damn ship. There's only one person I care about eliminating… if I can minimize every life lost then I shall." Phantom flatly stated to him.

"Pfft… I thought you'd be as hardass as Taskmaster or as badass as me, but I guess not!" Deadpool crossed his arms.

"Don't even try to compare me to Taskmaster or yourself, I am _not_ a mentally insane gun for hire and I'm definitely not a murderer and psychopath like Taskmaster. That is what differentiates me from you and him, and to repeat myself one more time just so you can remember in that little brain of yours… _I_ _am here to take down the organization and kill Fury_, nothing more." Phantom turned around and kept walking; Deadpool simply shook his head and continued to follow.

**_What a moron… _**

They arrived at a stairway that led into the deck above them; it was the weapons armory, so they did weary to stay low. Phantom knew where this was however, and it meant the bridge wasn't too far away as they had thought.

"What are you going to do when Spider-Man and his team show back up?" Deadpool interrupted the silence with another question.

"Holy Virgin Mary, do you ever stop talking?!" Phantom exploded. "You're more annoying than the constant whispering effect that I have seared into the confines of my mind!"

"Whoa… calm down, Phanty, you should eat a snickers bar." Deadpool pointed out.

"I swear… if I knew this was going to happen, I would've cut your head off when I had the chance back in Manhattan." Phantom told him as they snuck through the hallway.

"Ha ha, that's happened to me a couple times! It's not so bad!" Deadpool chuckled.

"…Maybe I'd throw it off the Empire State Building… Has that ever happened?" Phantom angrily asked.

"Well… now that you bring that up…"

**_That's it!_**

Phantom unsheathed his sword and swung it back at Deadpool, slashing him across the chest, spilling blood across the floor… but it didn't hurt him at the least. The laceration slowly healed back up and nothing was left but the slash mark on his costume.

"Ha ha, that tickled!" Deadpool stated.

"You've got to be kidding me… of all the mutants in the world; you'd be the one with a regenerative factor too." Phantom sighed as they carried on through the hallway.

"You say it like it's a bad thing!"

They stopped at the shaft where Phantom had crawled through to get to the flight deck; Phantom inspected the entrance into it.

"This leads to the flight deck…" Phantom checked the digital clock on the panels of the helicarrier. "It's almost nightfall…"

"Heh heh… this should be good." Deadpool chuckled.

**_Probably the most sensible statement he's said the whole day…_**

* * *

Back at Peter's house, the team sat around the living room, they had switched back to their normal attire and tried wondering what to do now.

"I can't believe Coulson wouldn't let us get on the helicarrier… I thought he'd be the one to have some sense to send Fury's task force!" Sam complained.

"I know man…but there's nothing we can do about it now… all we can really do is wait and see what happens next." Luke tried to reason with the team. "We just got to be ready."

"Dude, nothing is going to happen tonight, if the attack isn't until tomorrow then Coulson is going to put it off until then. Like… he'll call us for sure…not anytime soon." Sam responded in frustration.

**True… but why do I get the feeling that there's more to it… I feel like Taskmaster has something else up his sleeve…**

"I think I shall go meditate upstairs, and rethink on the events of the day, I shall be ready if you need me." Danny got up and slowly walked upstairs.

"Poor guy… you said that Phantom made a mental connection with him?" Ava asked Peter.

"I'm not sure if Phantom intentionally did… You see, he went to meditate with Dr. Strange and they meditated in the room where Dr. Strange had channeled my mind to Phantom's, and maybe somehow Danny was able to enter that dimension… I'm not sure, but I don't think it was Phantom." Peter clarified.

"Either way, I guess we can finally pinpoint where Phantom lies on the playing field." Sam solemnly spoke. "And here I was beginning to like him…"

"I knew he was bad the moment we met him in the jungle back in South America…" Luke stated.

**Somehow I'm inclined to disagree with Luke… I mean sure, we can all see that Phantom's gone rogue now but… there's just something off here…**

"Yeah well… Maybe we should contact Iron Man, and see if he's willing to help us out here…" Sam suggested.

"Can you?" Peter wondered. Sam grinned as he put his helmet on and transformed into Nova.

"I'll call you guys once I talk to Stark." Nova assured them. "I'll tell him it's urgent!" Nova left the house and flew off to Stark Industries.

"Well…" Luke stood up as he looked at both Ava and Peter. "I'm going to get out of you guy's hair since I know you both have a 'training session' this evening." He gestured the quotes with a grin.

**Whoa! Had almost forgotten about that!**

"It's a… it's going to be a very hardcore training session!" Peter confidently stated, both Ava and Luke put on a shocked expression.

**Crap… that came out wrong.**

"I think what Peter means is that it'll be a good training session." Ava pretended to smile as she nudged Peter hard on the side.

"Of course!" Luke sarcastically smiled. "I'll call you guys if anything comes up." And left upstairs.

"Thanks Luke." Peter turned to look at Ava, who stood up.

"Well… I'm going to go get ready then for the… training session!" She nervously told him.

"Me too!" Peter stood up. She walked upstairs to her room and so did Peter to his room.

**Okay… so let me point out that I've never actually been on a date-date with anyone, I've hung out with potential dates but I've never sat down and had a date. On top of that, I've never gone to a Latin restaurant… so… this will be a very interesting night!**

Peter searched through his drawers to find a casual shirt he could wear. "Okay Pete, you're not going to the palace here… try to find something that would be-fit a date…" he said to himself.

**A black dress shirt? No. A white tee? No…**

**How about a white tee and open the dress shirt? Bingo, along with some jeans! **

Peter tried it on and thought he looked good enough for the date. "Some cologne to smell nice and good… Hmm… I've never worn cologne… this belonged to Uncle Ben, I hope it works!"

**Now… how will we get out to there?**

He walked out of the room to run straight into Ava.

"Ava, I was meaning to…" He stopped as his jaw dropped.

**Whoa…**

She had dressed herself up in a black dress to go out in with her heels and an alluring scent of perfume. It was strange for Peter, since he had never really seen her pretty herself up in that fashion before.

"Wow, Peter…you look nice!" She smiled, and then stopped as she smelled something. "What's that smell?"

"…Uhm… Not sure, it could be Luke's room, he always sprays his cologne." Peter suggested, thinking maybe she didn't like the smell of Uncle Ben's cologne.

"Well, it smells pretty good." She told him.

**Heheh…Thanks Uncle Ben.**

"Ava you look…good." Peter couldn't find the words to describe her. "Like…really good…"

**Dang web-head…that's all you got to say?!**

"Thanks." She softly smiled.

"Ready?" He asked her. She happily nodded.

They walked downstairs where Peter tried to think of a way to get them to the restaurant; Ava sat on the couch while he called the only friend he could think of that could hook him up with a ride…

"Yes, is Mr. Harry Osborn home? Yes Bernard? It's Peter Parker… Harry? I'm going to need your help on something… No, it's not about a girl… Well…" Peter looked at Ava who looked back at him from the couch. "I'm going to need a ride…"

* * *

Nick Fury sat on his chair as he oversaw the operations at the bridge of the helicarrier; he took a sip of his black coffee and set it down on the desk in front of him. He looked out the pane of the bridge's window out into the darkness and gray of the sky.

"Has the search teams in the cell blocks turned up with anything?" Fury asked one of the agents in the bridge.

"Nothing, sir." The agent responded.

Fury's head began to throb with the anguish that the whole situation with Phantom began to unravel; he just wished it was all over…

"Sir… I'm picking up a strange reading on the radar…" the agent in the navigation panel pointed out to Fury.

Fury got up and walked over to the panel, looking at the radar screen; three blips were slowly approaching the helicarrier. "Have you run a scan on them?"

"Yes sir, the readings make it out to be S.H.I.E.L.D. aircraft but the confirmation numbers are zeroed out, masking the transponder… these readings aren't completely accurate sir, but they're approaching the helicarrier…fast."

"Establish a connection with them… Maybe Coulson sent a team or something." Fury looked at the monitor above.

"Right away, sir, shall I override the lockdown protocol to keep the helicarrier from shooting at the incoming craft?" The agent asked. Fury thought about it for a second.

"If it's S.H.I.E.L.D. aircraft, then they must be here without knowing about the lockdown, shut it down." Fury ordered him.

"Yes, sir." The agent turned off the lockdown, signaling a red light in the bridge. The connection trace to the incoming aircraft commenced but static was displayed on the monitor.

"This is Director Fury… The helicarrier is currently on lockdown protocol, identify yourselves…" Fury called out into the static.

A chuckle was heard through the transmission… sounding like Taskmaster.

* * *

Peter and Ava arrived at the restaurant an hour later; he escorted her inside to a wild environment of Latin music and great smelling food. There were primarily Latin-American people inside but the diversity of New York brought others as well. The waiter sat them down at a small table a little away from the bulk of the crowd but close enough to hear the music.

"Wow, haven't been in one of these restaurants in a while!" Ava stated as she looked around the colorful restaurant, it was very nightly themed, but ornaments from the Latin culture were displayed all around.

**This is…really cool actually. **

"I've never been in anything like this before!" Peter told her. "I'm always used to the same trending fast-food joint in New York, nothing outside what I'd typically eat."

"Well, I'm telling you, you're going to enjoy this." Ava assured him with a smile.

A tall and young Latin woman came up to the table and was fashionably dressed; she appeared to be their waitress for the night. "Hey there, I'm Amy; I'll be serving you for tonight!" She happily greeted them. "Is there any drinks I can start you two with?"

"Uhh…. I'll have whatever she's having." Peter looked at Ava, who briefly glanced at the menu Amy brought them.

"I'll have una horchata, please." Ava told her politely as she put the menu down.

**A what…?**

"No problem." Amy jotted it down. "I'll be right back with that!" She left to grab the drinks.

"What is that, Ava?" Peter asked.

"Horchata?" She asked without pronouncing the "h" that the label had read on the menu.

"Yes, that!"

"Uh.. I'm not sure how to describe it. It's a beverage that has like a bunch of different ingredients that give it a sweet taste, it's usually served chilled but I never asked my abuela how it was made." She vaguely described.

**Well if it's sweet and cold, I'll take it!**

"…Speaking of which… Ava, where are you from? You never really told me." Peter curiously asked.

"I was born here, in the states. My father Hector, he was born in Puerto Rico before coming here to New York to study, he met my mother Soledad shortly after. So I guess I could say I'm of Puerto Rican descent." She explained to Peter.

"How was your father like?"

"He was a good man… Always stressed the little things in life, and wanted me to have a good education. Mom always talked about his obsession with the amulet." She touched the amulet that was around her neck. "After his death…it just made sense for me to follow in his footsteps… I didn't want to disappoint him…"

Peter held her hand. "I'm sure he isn't disappointed of the woman you've become."

"Thanks Peter." She smiled. "So what about you? How were your parents like?"

**Mom and Dad?... Hmm… seemed like a lifetime ago…**

"I only remember small memories of my parents… one night, they were in a rush to get some important documents out…next thing I knew, and they dropped small little 4-year old Peter Parker off at my Aunt May and Uncle Ben's… They said they needed to do something really important but… I never saw them again." Peter solemnly told her.

"I'm sorry, Peter…"

"It's all right. Uncle Ben and Aunt May raised me for the greater part of my life, they were always there for me when I needed them and taught me the life lessons I needed to learn…even if I was stubborn at times." Peter told her with a smile.

"I'm pretty sure your parents would be proud of the person you've become…as well as your Uncle Ben." She told him heartily.

"Thanks… Although I'm pretty sure the job as Spider-Man wasn't exactly on their list of careers they saw me doing when I grew up." Peter joked.

"Yeah, very true!" Ava agreed, she flipped up the menu to see what she would get. Peter did the same thing as well.

**Everything…is…in Spanish. **

"So…Ava… W-what are you going to get?" Peter peeked over the menu.

"Hmm… I'm not sure, maybe some steak…" Ava read her menu. "Yes… I think I'll have that…" She helped Peter read his menu.

"I think I'll have the chicken, the chicken with beans." Peter read it.

"All right." Ava smiled.

Amy returned with the drinks and jotted down their orders and quickly left to get the orders filled in. While they waited, both Ava and Peter talked while listening to the music playing in the background.

"…so what was your first impression of me when we met?" Peter asked her out of the blue. She seemed a bit taken back by the question but knew how to answer it.

"I thought you were an over-egotistical guy who had neither strategy nor style to the way he fought. I didn't really like you much when Fury put you in charge of the team but…" Ava looked down at the table before looking up at Peter. "I won't admit it to anyone else, you started to grow on me… and throughout our adventures… you've been a better friend than most people I've come across."

**That's about the nicest thing Ava's ever said about me, and that says a lot coming from her!**

"Well thanks Ava, I'll make sure to add that to my journal tonight when I start talking good stuff about myself." Peter joked about the egotistical part.

"Ha! Of course, well… what was your first impression of me?" Ava asked him back the question.

"Hmm… Now that's a good question." Peter thought about it for a moment.

* * *

"I won't repeat again, incoming aircraft… identify yourselves." Fury sternly told the monitor. The entire bridge had gone quiet as they waited for a response.

"Sir." The agent at the navigation panel called. "The craft are incoming at 600 yards… 400 yards…"

Fury looked outside the window pane, and could scarcely make out the dark silhouette of the incoming aircraft; they were coming in quick… and weren't slowing down…

"…100 yards…" the agent called.

"Arm the cannons!" Fury yelled out, but it was too late, the aircraft emerged to be fighters and a large troop transport ship. The fighters blasted through window panes into the bridge, shooting everything inside. Fury ducked to take cover behind his desk to avoid the large shards of glass that fell upon them.

"Agent! Re-activate the lockdown protocol!" Fury ordered, he peeked over to the navigation panel, but the agent had been shot down by the fighter.

"Damn it." Fury clicked the control panel on his desk to send a warning out to the entire helicarrier. "All agents, get to your stations, we are under attack by an unknown enemy! Two S.H.I.E.L.D. marked fighters and a large troop transport ship are circling around the helicarrier, I repeat, we are under attack!" Fury called through the speakers.

He got up and ran over into the hallway behind the bridge; several armored agents came to his side as the entire helicarrier's alarm system went off.

"Sir, Agent Dunham, we are at your command, Director." Agent Dunham told Fury, who nodded at him and his men.

"Follow me!" Fury grabbed his side pistol and ran up the hallways.

* * *

**_And now the fun begins…_**

Phantom turned to Deadpool as they stared up the shaft to the flight deck. "C'mon!" he pushed Deadpool into the shaft and told him to start climbing up.

"Don't be so pushy! I'm going, Phanty!" Deadpool started crawling up.

Phantom followed closely behind as they climbed up, hearing the blasts from Taskmaster's small squadron around the helicarrier. Some of the ship's cannons were operational, and tried shooting down the fighters.

Once they got onto the dark lit flight deck, they saw that several agents were scattering to get to their jets, but the fighters quickly shot down each jet that tried to take off.

Phantom used the electrical pulse in his bracers to signal the troop transport ship where they were, and it closed in on their position of the deck, it started to fire back at the agents who tried to shoot it down.

"Ha ha! So much death and destruction!" Deadpool happily stated as the agents fell one by one to the blasts.

The troop transport ship landed onto the deck, the S.H.I.E.L.D. insignia had been spray painted over, and Taskmaster's mask replaced it as a logo. From the rear of the transport, the hatch opened, and several of Taskmaster's agents came running out, fully armored with rifles… and at the end of the line of troops… Taskmaster emerged from the ship.

"Taskmaster! There you are!" Deadpool came running to him. "You made good on your bargain!"

"Don't I always…?" Taskmaster turned to face Phantom who was standing at a side. "You've committed your allegiance to us, Phantom… Time to flee this ship, and prepare for the next step."

Phantom looked back at the entrance to the helicarrier's deck.

**_Fury and his men will be coming out here soon… _**

"Get your men ready to move out… Don't leave until I return…" Phantom told Taskmaster as he began walking towards the entrance across the deck.

Taskmaster simply watched him, ordering his men to hold their position as Phantom walked away. He had acknowledged what Phantom was about to go do.

* * *

"Well… what was it then?" Ava asked Peter. "I've heard it all… trust me, that I'm either too stuck up in my academics, too inconsiderate of others, too goody-goody… the list is endless. I can take it."

**I won't lie; I did actually like her when I first met her. I never really wanted to be more than just friends because I was afraid of how it would affect our friendship...**

"Oh… all right Ava… I'm going to be honest you." Peter took a deep sigh. "I did actually like you as a person and as a friend when I first met you, I mean yeah, I didn't want a team and all… but you helped me shape myself as the leader for the team… You gave me advice, you gave me tips, and you became… well my second leader when I couldn't be there. Sure you were strict, but I always saw it as a good reason for you to be."

Ava blushed. "Well… How do you feel about me now?"

**Oh boy…**

"I don't know how to…describe this feeling." Peter struggled to say.

"Say it."

"Uh… I kind of… like you?" Peter nervously told her.

"Prove it."

"How?" He asked her.

"Kiss me."

**Mind is about to blow up… Phantom, if this is all a dream, I will find you and destroy you!**

"You want me to kiss you…now?" Peter asked her, remembering the kiss they shared the previous night. "I…already kissed you though…"

"Yeah…well… I didn't want Sam to ruin the moment…It's just us this time…just ignore the other people here." Ava softly told him.

"Okay…"

She leaned in across the small table, and he leaned in too.

**Please don't be a dream; please don't be a dream…**

They kissed softly on the lips, her hand reaching across and touching his face... she passionately caressed him, as he did the same for her, running his hand through her hair…

* * *

Fury ran out of the entrance, with his team of armored agents behind him. "There! Shoot at the transport!" He ordered the agents to start shooting at Taskmaster's troop transport; his minions began shooting back in defense.

Fury took cover behind another jet that was still grounded until he felt something grab his shoulder and throw him out onto the deck. He landed hard on his back.

"What the…" He looked towards the jet and saw Phantom standing across it, with his sword withdrawn. Fury quickly got to his feet and pointed his pistol at him. "Cruz! You better stand down now!"

Phantom slowly shook his head. "This ends now, Fury."

"Why?! What have I ever done to you other than trying to help you?! I brought you onto the helicarrier to help you, Cruz! I've done nothing but keep you and your family safe!" Fury yelled at him.

"Liar! You lied to Maria when you told her I was dead, I was never dead you ignorant fool!" Phantom angrily told him.

"Wha…I never told her that! I never told your wife that you were dead, Cruz!" Fury argued in his defense.

Phantom looked down at his sword, then back at Fury. "You insult me by lying again… Nick Fury, the liar behind S.H.I.E.L.D…. it's gone long enough, Fury… I'm taking back what you stole from me… You're paying for the last sixteen years of my life, in blood!" He charged at Fury with his sword and jumped up, readying his sword to slash Fury in half.

* * *

**Note: **For the die-hard Marvel fans, yes I know Hector Ayala was actually Ava's _brother_ not her father, however in the television series, Marvel placed Ava as Hector's daughter… so don't fault on me for that.

I hope you guys liked this very climatic chapter; I made it as long as I could, will probably come out with the next chapter sometime this week. As always, feedback is greatly appreciated:) Thanks!


	15. Chapter 15 - Fight or Flight

**Chapter 15: Fight or Flight**

**Author's Note: **Hey everyone, I'm sooo terribly sorry that I haven't updated the story in over a month now, I've just been pretty busy with personal things here at home as well as academic things. Rest assured, my mind has been on the story and I've elaborated different ways on how I want the story to evolve and grow in the coming chapters. I'm still pretty hung up with everything here, but I knew I had to take time out in order to keep this story on track. Thank you for your patience, I hope you like this chapter that I've put together for you all, and I'll do my absolute best to deliver another and better chapter sooner next time! Thanks again, and enjoy!

* * *

Phantom slashed at the ground hard with his sword, sending the electric pulse from his sword in all directions. He had hoped to have sliced Fury in half, but the director had quickly dodged his attack. Phantom stood back up and rapidly recharged his bracers to keep the electricity flowing into the sword; he turned to face Fury, who kept his pistol trained on him.

"You found a way to channel the electricity from your bracers to your sword…" Fury was amazed by this.

"I didn't have to find a way..." Phantom readied his sword once more, but Fury raised his left, trying to calm Phantom.

"I don't want to fight you, Cruz. This doesn't have to continue like this…" Fury told him sternly, while holding his left hand in the air; he gently put down the pistol on the deck.

_**Bold move to appeal to my better judgment, but I'm past trying to make nice…**_

"It would be wise of you to up your pistol; I wouldn't want S.H.I.E.L.D. to think the director was murdered as an unarmed man…" Phantom taunted him. Fury ignored him while keeping his distance.

Phantom glanced over at the heavy engagement between Taskmaster's men and S.H. .D.'s armored agents. The agents were getting the upper hand with their overwhelming numbers, so Taskmaster's men began to fall back to where the transport was on the flight deck, away from the entrance into the helicarrier itself. Taskmaster and Deadpool stayed inside the transport away from the fighting.

_**They're about to leave… I must hurry and finish this…**_

He glanced back at Fury, and raised his sword. "Goodbye, Fury." But he had stopped as he noticed Fury was looking past Phantom… at something behind him. Phantom slowly turned to see a bright blue light cut across the dark sky towards the helicarrier… it was flying through the air like a missile, but it didn't look like it was anything from S.H.I.E.L.D.

"What the hell…" Phantom then realized who it was… Iron Man.

The power armored suited man landed hard onto the flight deck near Taskmaster's troop transport, realizing that the helicarrier was under attack, he began blasting away Taskmaster's men, helping out the other agents. It was obvious now that Taskmaster's men couldn't hold out the battle much longer with the Iron Man on S.H.I.E.L.D.'s side; the troop transport loaded back up and quickly ascended off the flight deck with cover from the fighters that flew around, attacking the agents on the deck.

"You brought Stark into this!?" Phantom turned and angrily asked Fury.

"I didn't know he would show up!" Fury defended himself.

_**Liar!**_

"Can't fight your own battles now? You need an Avenger every time S.H.I.E.L.D. is in trouble?" Phantom shook his head.

"That's not true! S.H.I.E.L.D. only calls on them when the world is in danger, you know this!" Fury tried to reason with Phantom.

"It doesn't matter… he's not going to save you from me!"

He began to attack Fury with his sword, swinging it in all directions trying to slash Fury in half, but Fury was agile, quick, and able to outmaneuver Phantom's attacks. After all, it was Fury who taught Phantom martial arts in the first place.

_**Damn… the old man still is able to fight back…**_

Once Fury out-dodged the attacks long enough for Phantom to stop and catch his breath. He then tried to disarm Phantom, but the hybrid quickly vanished out of sight. Fury kept his distance, weary of his surroundings to avoid a surprise hit by Phantom.

"Agent Hill." Fury radioed in. "I need you to get to the bridge immediately and reactivate the helicarrier's lockdown protocol so that we can shoot these fighters and transport out of the sky."

"On it, sir." She replied with haste.

After the agents regrouped, Iron Man flew over to where Fury was on the flight deck.

"Well, well, well, director, good thing I showed up when I did, what's going on here?" Stark asked with concern.

"Watch out, Stark… we have a very dangerous mutant on the loose here…" Fury grabbed his pistol off the deck and motioned for the rest of the agents to approach him. A whole platoon of them, along with Agent Dunham, ran his way and made a perimeter of the vast flight deck.

"Mutant? What kind of mutant are we talking about here? It looks like you got a 'Taskmaster' problem right now. I'm surprised that he grew the guts to attack the helicarrier…" Iron Man looked around the area. Nick kept his pistol ready, looking in all directions.

"Never mind him; we're up against a hybrid mutant that can disappear." Fury quickly added.

"A hybrid mutant? What, are we talking about the X-Men here?" Stark inquired.

"No… He's… It's a long story." Fury quickly told him.

"I see… another one of Fury's secretive secrets." Stark mocked him. Fury ignored the comment.

"He's somewhere here…" Fury examined the area.

"Does he still give off a heat signature?" Stark then asked, looking off at a direction. "Does he wield a sword?"

"Yes… how do you know?" Fury asked.

"He's running that way." Stark pointed towards the end of the flight deck, Phantom had reappeared, running as fast as he could away from them.

_**Even I'm smart enough to know I can't face an Avenger like Tony Stark alone… Not right now at least…**_

"Stop him!" Nick ordered his men, who tried to shoot Phantom down.

Iron Man lifted off the deck and raced towards Phantom, ready to tackle him down, but just then, Taskmaster's troop transport appeared off the edge of the helicarrier, where Phantom was running towards. The lift on the back of the ship opened up, to give room so that Phantom can jump inside.

"Don't let him get on that transport!" Agent Dunham could be heard commanding his men as they tried to shoot down the transport, but their weapons were no use, it was too heavily armored for it to have done any real damage.

"Agent Hill, what's the status on the lock down protocol?!" Fury radioed in.

"I'm working on it, director, hold on." Hill replied. "I'm about to have it online."

Phantom ran and ran until he was at the edge of the helicarrier's flight deck, but the transport was far more than a few feet from the edge, but the agents were closing in on him, giving him no time to think it through…

_**I don't know if I can survive a fall out of the sky, but I'm not staying on this ship any longer than I have to…**_

He took a deep breath and leaped off the edge as the bullets flew past him, hitting the sides of the transport… he just barely made the edge of the lift, his hands gripped the metallic edge as he almost slipped off…

…but Deadpool grabbed him before he did.

"Got cha, Phanty!" Deadpool happily exclaimed as he lifted him into the transport.

_**Good god… out of everyone who could've saved me it was Deadpool… Oh the irony of how much I wanted him dead settles in…**_

The lift closed behind them as they walked through the inside of the transport, which contained seats and seats that were meant for soldier transport, a small set of stairs was at the end of the rows of seats that led to the cockpit, Taskmaster could be seen from where they stood, monitoring where the pilot was taking them.

Various of Taskmaster's men were either gathering themselves, stocking up on their ammunition, or fixing their gear, ready for the next fight with S.H.I.E.L.D. They were all still masked however, much like Taskmaster, who never took off his mask.

"Pilot, get us out of here back to the rendezvous site." Taskmaster ordered the one who was flying the transport, the masked minion nodded and quickly diverted the transport away from the helicarrier. "Get the fighters to follow us; we need to get out of here before S.H.I.E.L.D. sends their own jets after us."

"Taskmaster, the helicarrier's lock down protocol has been reactivated!" Another minion in the cockpit quickly notified him.

"What? I thought we'd have more time... Pilot, you better get us the hell out of here!" Taskmaster yelled at the pilot.

Phantom looked out of the transport's circular windows; the massive helicarrier was growing faintly smaller as they sped away. However, the fighters had only begun to follow them. But the helicarrier's cannons were positioning themselves, and in two quick missile strikes, the fighters were shot down.

"Taskmaster, we lost our accompanying fighters." The minion reported.

"Damn it…"

_**What an escape…**_

"Wait a minute…" The minion spoke again. "We have an incoming target."

Taskmaster looked out of the window; he could make out Iron Man flying towards them at rapid speed, trying to blast at the wings of the transport.

"Crap, how do we shake Stark off of us?!" Taskmaster asked himself. The pilot drove the transport lower from the sky, but Stark stayed right behind them, continuously shooting at them. They lowered down close enough that they could visibly see the lights from the city, dangerously close however.

* * *

Ava and Peter let go of their kiss at last… living in the moment of what had just happened… Ava was blushing, so was Peter, and words couldn't describe how they felt.

"Wow… Just…Wow!" was all Peter could say in amazement.

"That was… amazing." Ava smiled. "You proved that you like me then…"

**Good, don't know how much more I had to do to prove that!  
**

"I don't want anything to ruin this moment, Ava… nothing that…" suddenly, Peter's communicator beeped, it was Nova.

**Oh, come on!**

"Hold on, Ava, it's Nova." Peter answered the communicator.

"What is it, Nova?!" Peter asked him angrily.

"Whoa! Calm down, web-head, did I interrupt something?" Nova asked.

"… Kind of, what's going on?!"

"Oooh, I see… Well then I'm going to cut it short then. You remember how we thought that Taskmaster was going to attack the helicarrier tomorrow? Yeah… No… He attacked tonight web-head, and from what I just found out from Coulson, Deadpool's broken out along with Phantom." Nova informed him.

**You've got to be kidding me…**

"What?!" Ava overheard.

"Oh, hey Ava… I see you two are enjoying your 'training session'." Nova snickered a bit.

"Shut it, Nova. Where are you right now?!" she inquired.

"I'm at the school with Coulson right now, he wanted me to contact you guys to have you four get here right now! We need to get up there and see if we can help Fury track down where Phantom and Deadpool have run off to." Nova told them. "Hurry it up! I'll get everyone else!" and with that, he turned off his communicator.

Peter looked up to face Ava. "We need to get going, Peter!" She rushed him as she grabbed her purse.

"But…"

She stopped to look at him with hurt eyes, she knew what he meant, but they both knew that they had a duty and responsibility…

**I swear… I never, ever have a moment to live in this masked superhero lifestyle! Something always comes up! Always! It never fails!**

"Come on, Peter… It's okay… We'll talk about this later…" She assured him.

They got their stuff and headed up to the counter where they apologized to their server, Amy, but they had to go do something, they offered to pay for their drinks but Amy understood and assured them that it was no problem.

They exited the restaurant and promptly left to get to the school.

* * *

I hope you guys like this small chapter I was able to get down guys, again, I'm so very terribly sorry for the delay. I'll work on the next chapter, which I promise will be longer than this one, this week and get it posted on Saturday night at the latest, I hope you guys like this one though. Just a lead-up to the events that will follow, I kind of wanted to just wrap up the helicarrier escape as it was done in both this chapter and the last one. Feedback is appreciated and thank you guys so much for your patience! :) I'll make sure the next chapter is better!


	16. Chapter 16 - Aftermath

**Chapter 16: Aftermath**

Stark shot another burst of energy to try to down the troop transport that flew over Manhattan, barely missing one of its wings. It was losing altitude at a steady rate, close to reaching the top of the skyscrapers over the city.

"Ahhhh!" Deadpool cried as one of Stark's energy beams hit the sides of the transport.

_**There is no way this transport can shake off Tony Stark and his suit… Maybe if I…**_

Phantom turned to Taskmaster. "Land on one of the rooftops, I'll take care of him."

Taskmaster shook his head. "No, you couldn't beat Stark on the helicarrier… what makes you think you can take him on now?"

"There aren't a large number of S.H.I.E.L.D. agents shooting at me." Phantom argued.

"That doesn't matter, how are you going to fight him when he has the help of his suit?" Taskmaster was still skeptical.

Phantom looked down at his electrical bracers, "I'll find a way. Make a quick landing on one of the wider rooftops, I'll slow him down."

_**I'm probably insane for trying to do this… but I'll take my chances rather than run away and get shot down over the city.**_

Taskmaster looked at Phantom with a disapproving gaze before he finally returned to the small cockpit of the transport and ordered the pilot to land on one of the wider rooftops of the skyscrapers. The pilot was confused at first, as he tried to dodge the energy beams from Stark's suit, but he finally figured out what was going on and evasively directed the transport to one of the taller buildings.

Stark stayed right behind him. The pilot found a flat rooftop to quickly hover over, and in those few vital seconds, Phantom opened the lift and dropped down to the rooftop, signaling the transport to fly away.

"Good luck." Taskmaster quickly called to Phantom as the lift closed and the transport flew away from the rooftop, watching what was happening from a distance. Phantom watched as it flew off to a safer distance, and turned to place his attention on Iron Man.

The red and gold suited man flew down to the rooftop and landed a few meters from Phantom, holding his arm up with his hand open, ready to fire upon Phantom at will.

"So you're the problem Fury mentioned…" Stark started off small banter. Phantom slowly withdrew his sword from his sheath.

"I might be…" Phantom coldly replied.

"Don't toy with me. The director said you were a 'hybrid mutant'. What does that mean? Who are you?" Stark questioned him.

Phantom let out a small chuckle.

_**He doesn't even know.**_

"You don't even know what's going on here, Mr. Stark. This isn't your battle, what's happening is strictly between Nick Fury, S.H.I.E.L.D… and I." Phantom paced around him, Stark keeping his aim true.

"What, they pissed you off or something? Hey, get used to that, doesn't necessarily mean they're doing wrong." Stark was clueless about the gravity of the situation.

"You have no clue what they've done…" Phantom stopped pacing around. "Leave now, Mr. Stark, this isn't your fight."

Stark shook his head. "I can't do that. See, despite what I do think about Fury, he's not a complete bad guy. I don't know what he did to you, but you siding with characters like Taskmaster and attacking the helicarrier doesn't sit well with me."

Phantom allowed the electricity to channel into his sword from his bracer. "I frankly don't care if it does or not, Mr. Stark."

"Then there isn't any way to settle this peacefully then?" Stark gravely asked. Phantom shook his head. "I see."

Stark quickly shot at Phantom but the mutant quickly vanished out of sight and reappeared in front of Stark, swiftly slashing across the front metal plate of the suit, it sent an electric surge across the suit, as if it was being internally damaged. Stark quickly grabbed Phantom's arm, and kicked him back to keep him at a distance.

"What the?" Stark was surprised at the effect of the attack. "Jarvis, patch up those system errors and direct all power to the combat targeting system."

The suit was malfunctioning, and Phantom could obviously see that. The surge from the sword was intended to short-circuit the vital components of the suit.

"Difficult to fight a mutant when the only thing you have is that suit… does that even classify a 'superhero'?" Phantom taunted Stark who was trying to quickly fix his suit, but it wasn't working.

Stark dropped the quick repairs and began charging his arms to shoot a string of energy beams at Phantom. He shot them off simultaneously but Phantom dodged them as he ran towards Iron Man. With the targeting feature disabled, Stark couldn't get a direct shot at Phantom.

As Phantom grew near, Stark blocked another slash with his arms, the second electric surge wasn't as severe but it disabled his beam weapons. Iron Man quickly grabbed Phantom and threw him backwards, trying to keep the sword at bay from directly damaging the suit.

_**He's hesitating now to beat me…**_

In a desperate last act to stop Phantom, Stark directed all the power to his hands in an attempt to fix his beams. He began shooting another string of beams towards Phantom, but they were shooting in all directions except forward. Phantom didn't have to dodge anything as he walked towards Stark. Once the beams stopped, Phantom was face to face with Iron Man.

He slashed across his front plate once more, sending another surge of electricity, but this time, it was shutting down all vital mechanical functions like the movement of the suit. But Phantom didn't stop at one slash, he slashed the armor multiple times until it started to shatter, sending surge after surge of electricity emanating from the sword itself.

Before long, the Iron Man suit was disabled, and Stark fell backwards hard onto the rooftop. Phantom stood over the fallen Avenger.

"How…but…how?!" Stark frantically questioned as he tried to move but couldn't. Phantom shook his head. "Jarvis?! Send a distress beacon to Fury! Jarvis?"

_**Stark isn't directly affiliated with S.H.I.E.L.D… and I won't kill a man who doesn't share the same values as Fury does… **_

"I won't kill you, Mr. Stark. You've protected the lives of the innocent… and you've never wronged me directly before. But perhaps next time you shouldn't underestimate your opponents… even a rich billionaire like yourself should know that…" Phantom looked up and could make out the dark silhouette of the helicarrier behind the greyed clouds in the night sky.

"You're going to regret leaving me alive…" Stark taunted him. "When I get this suit off me, I'll make sure you can't repeat what you just did to me."

"I doubt we'll be meeting each other again anything soon after this meeting, Mr. Stark." Phantom sounded sure of this.

"I don't know who or what the hell you are… but it's now apparent to me that you're a dangerous mutant… I don't know whether you should be locked up or killed." Stark continued.

"S.H.I.E.L.D. tried to lock me up once… and sixteen years later, I'm still alive." Phantom gave a reply to that.

"Then it's the latter…" Stark concluded.

"I'll let S.H.I.E.L.D. pick you up." Phantom walked over to the edge of the rooftop, the transport returned after witnessing the short battle that transpired between the two. The lift opened up and Taskmaster walked out, accompanied by five of his men who quickly created a protective circle around Taskmaster, but he moved them out of his way as he approached Phantom on the rooftop.

He looked at the fallen Iron Man and slowly clapped at Phantom. "My, my… now I've seen everything. A hybrid mutant defeated an Avenger… now that's something to rub dirt in S.H.I.E.L.D.'s eye."

_**That doesn't mean anything… I know Stark has been defeated on multiple occasions…**_

"You think you can get away with what you just did to S.H.I.E.L.D., Taskmaster? They're going to hunt you down." Stark coldly stated towards Taskmaster from inside the suit. Taskmaster looked over to the fallen Iron man.

"Pipe down, Stark. As to why you're still alive is irrelevant… I'll defer to Phantom's judgment whether or not to kill you." Taskmaster loudly told him.

"No, he's not involved, not exactly a part of S.H.I.E.L.D.…" Phantom tried to reason with Taskmaster, who had disbelief in his eyes.

"Just because he isn't Fury or anyone else from S.H.I.E.L.D. doesn't mean he won't come after us after he's all patched up. You think he'll care if you spared his life this once? If you're too soft to your enemies, it'll eventually come back to bite you in the future." Taskmaster lectured Phantom, who ignored him.

"I know which enemies will come back and which won't." Phantom assured him.

"Now I know you don't have the ability to predict the future, Phantom. Don't be so sure of something you have no control over. I'll leave him be this time, only because _you're _the one who took him down… Don't make me regret it." Taskmaster coldly threatened Phantom.

_**That's where I draw the line…**_

Phantom grabbed Taskmaster by the throat; his men quickly trained their rifles on Phantom, who ignored them.

"Go ahead and shoot, it's not going to kill me I assure you!" Phantom yelled at the soldiers, then turned his attention on Taskmaster who was choking from lack of breath.

"I'm not taking orders from you, Taskmaster. Don't threaten me, because I'm not one of your lackeys that you can order around. Remember who defeated you in the Amazon not too long ago…Remember our 'deal', I'm here merely to kill Fury, once he's dead consider our alliance finished." He let go of Taskmaster, who massaged his neck. He slowly looked up to Phantom with only a small bit of his mask showing from underneath his white hood.

"Noted." was all he could say. He motioned for his men to take their sights off Phantom. "Then what do you want to do with him?" Taskmaster referred to Stark.

"Leave him be… S.H.I.E.L.D. will know where to find him." Phantom answered him. Taskmaster heard him but didn't acknowledge what he said.

Deadpool trotted out of the transport onto the rooftop. "Awh! Why can't we all just get along! We're a team now! Just like the _Sinister Six_, but this time, we'll be called… _The Terrible Three!_ Ahh! I love it!"

_**Good god… I'll kill him after this alliance is over.**_

"Starky! Ah! I have to thank you for letting me borrow some of your jets off of a Stark Industries!" Deadpool sat on Iron Man's stomach. "Yeaaaaah… Sorry I couldn't get it back in one piece but you have insurance on those jets right?"

"Deadpool?... What the hell are you doing here?" Stark was confused.

"I'm a member of _The Terrible Three_! And don't you dare forget it!" Deadpool menacingly told him.

"The Terrible…?" Iron Man was still confused. "I thought you worked with S.H.I.E.L.D."

"Ahhh, that was a long time ago! Why don't you join us? We'll be then called… _The Furious Four_!" Deadpool suggested.

"How about no?" Stark rejected him.

"Well… that's a shame, then I'll let you in on a little secret… Taskmaster, Phantom and I will attack S.H.I.E.L.D. once we…" At that moment, Phantom quickly rushed in and covered Deadpool's mouth with his arm. Deadpool squirmed trying to speak.

"Jesus, tell him the whole operation why don't you?" Phantom let go of him and Deadpool shook his head.

"You're no fun, Phanty! We'll see you around, Starky!" Deadpool happily marched back into the transport.

Taskmaster walked past Phantom back onto the transport and he followed shortly after, the lift closed back up and the transport lifted off the rooftop and out into the darkness of the sky, flying to their base of operations.

* * *

The team was transported to the helicarrier as soon as they could along with Coulson and his team of armored agents that were kept on the ground while the helicarrier was under the lockdown protocol. The sun shined on the horizon as the morning began. They arrived to a heavily guarded helicarrier with S.H.I.E.L.D. fighters having to escort them onto the flight deck while agents escorted them from their transport into the helicarrier itself.

The halls were guarded with armored agents at every turn, and personnel were carrying boxes full of debris out of the direction from where the bridge was. Then at last, they made it to the bridge, where the director stood watching over as the dead were being put into body bags and the area was being investigated and documented by S.H.I.E.L.D. agents.

**What the heck happened here?!**

It looked like the attack was bad; the entire glass window that was at the front of the bridge was shattered, in pieces all over the deck.

"What happened here?" Coulson was the first to speak the words that was on everyone's minds.

The director still had his back to them; he looked as if he was trying to find the words to describe what had just happened. He looked down onto the deck, and then turned around to face them.

"Taskmaster… and his men attacked the helicarrier. Deadpool and Phantom both escaped with him." He briefly told them with a grave tone.

"What do you mean?! I thought the helicarrier was on lockdown!" Nova blurted out.

"It was…" Fury sighed.

"So… what? Did they bypass the security or what?" Powerman questioned.

"I made the call to shut down the lockdown temporarily when the fighters and the transport approached the ship." He continued.

"Director… Why in the world did you do that for?" Coulson seemed unsure how to feel about the whole situation.

"They were identified as S.H.I.E.L.D. aircraft… I had thought it was you sending men over to the helicarrier. The protocol kept communications from coming out of the ship, and I wasn't going to let the turrets automatically fire upon S.H.I.E.L.D. aircraft if they weren't already notified of the lockdown." Fury tried to explain himself.

**Oooh… I can see how that would be a problem. He made an extremely bad decision that resulted in people getting killed. On top of that, both Deadpool and Phantom have escaped.**

"Where's Iron Man? I'm pretty sure he flew up here after I went to get him!" Nova looked around.

"He chased after them after they left the helicarrier's range but I just received word that he's down on one of the rooftops in Manhattan… it seems Phantom was able to take him down." Fury told them with the same defeated tone.

**He beat… an Avenger? He beat Tony Stark?!**

"How is that possible? Tony Stark is _the_ Iron Man, there is no way Phantom could've beat him." Spider-Man tried to argue.

"Stark isn't invincible, Spider-Man. From what his warning system told us, Phantom was able to short-circuit the vital systems in his suit. I'm guessing another trait used from the electric bracers." Fury explained, he looked around as the S.H.I.E.L.D. agents walked past them with documented findings. "Perhaps we should go to the conference room to continue this conversation…"

He led them out of the bridge back into the long array of hallways, he asked the armored agents to not follow them around, and they obeyed. But the guards in the hallways kept a close eye on them as they walked past. Once they reached the conference room, the director locked the door behind them and sat down along with them.

"There are representatives from S.H.I.E.L.D. headquarters that are conducting the investigation on the helicarrier, not my own men from this ship. It's best if I don't say something they could run back to HQ and accuse me of knowing more than I should…" Fury briefly explained to them.

"I see… well back to the topic at hand… couldn't we try to remove the bracers on Phantom? How come we didn't try that when he was here under the watch of the doctors?" Coulson curiously asked.

"Well… When we first captured him and sent him out to South America, the bracers were… melted onto his arms to prevent him from removing them. The bracers are as much a part of him as his arms are." Fury answered him. "It was a harsh decision, but I knew that if we just slapped a pair of cuffs on him, he'd be able to break free from them easily."

"I would guess sixteen years would allow the electricity to fuse with his body." White Tiger concluded.

"Exactly. So as of now, we don't know where they are, but we can only assume that this isn't the last we'll be seeing of them. We need to stay on our toes from here on out until S.H.I.E.L.D. can figure out where these masked maniacs are hiding and what they want exactly." Fury sounded confident.

**As much as I want to believe that, S.H.I.E.L.D. isn't really that great at detective work. They've become more militaristic these past few years even after helping in the creation of the Avengers.**

"We must mourn those who have fallen." Iron Fist solemnly spoke out.

"Yes… I'll need to do that after I speak to my own superiors from S.H.I.E.L.D. headquarters." Fury didn't seem eager to do that.

"They're not going to fire you will they?" Powerman asked.

"No, highly doubtful. They could've fired me on multiple occasions, especially when I worked with the Avengers directly, but I doubt they'll find a better director to run this whole operation." Fury sighed. "I've heard from other S.H.I.E.L.D. sources that the brass wants to pin the whole attack on me…saying that I had a hand in the whole attack against the ship."

**That's crazy! Why would Nick Fury want the helicarrier to be attacked in the first place? He's **_**The **_**S.H.I.E.L.D. agent! There is nobody else as committed as him for the cause!**

"I can see how the shutting down of the lockdown protocol can play some adverse effect into it." Coulson added.

"If the investigations the representatives have conducted give just the slightest hint that I could be involved, I'll be suspended as director and be given a trial with all the findings." Fury shook his head, looking down at the table. "I doubt it'll be a fair trial though, given my rocky record with HQ."

**It's almost as if Taskmaster planned for this to happen all along… the perfect plan.**

"We won't let you get taken down over this, director." White Tiger assured him.

"Thank you but it doesn't matter right now, you five are dismissed and can resume your duties, and I'll call on you once we find something."

"You sure? What about Iron Man?" Nova wondered.

"I'll speak to him once our team picks him up from wherever Phantom stopped him. I'm surprised Phantom even let him live…" Fury informed him.

**That does seem a bit off, but then that suggests that Phantom isn't actively seeking to kill just anybody… Kind of hard to believe when he's killed agents on-board the helicarrier. Maybe there's more to it.**

Fury dismissed them from the helicarrier. With the lockdown protocol no longer in effect, the team was able to return to their rooms on-board the helicarrier. The agents didn't want Spider-Man to just swing off the deck down into the city because of how tight security has heightened onboard the helicarrier, so they asked him to wait for a transport on the flight deck to take him back down into the city. So Spider-Man leaned on one of the walls on the flight deck as he watched the jets fly around the helicarrier.

**This is so stupid, a superhero has to wait for a taxi from the helicarrier to take me back down… I can understand why security is so high but this is ridiculous.**

"Spidey…" Tiger walked up next to him.

"Oh, hey Tiger… what's up?" Spider-Man knew what was on her mind… the date from last night.

"Listen, about last night…"

"No, no Tiger, I understand… Is it possible if we could try again?" Spidey was hopeful.

"Well…" She looked down onto the deck. "I kind of wanted to ask you if we could just… not do that again…"

**What…?**

"What… what do you mean?"

"The helicarrier was attacked last night, Pete… while you and I were out… and we could've stopped it from happening if we weren't so distracted. I've come to accept that we can't live normal lives and… well… I think it's for the best if we stop this now. There's no telling what could happen to both of us if our enemies are to find out about us… It'll destroy us, and the integrity of our team." White Tiger tried to reason with him.

"… But… what about the kiss we shared?"

"Believe me, it was the most special thing I've ever been able to do with anybody… with someone I cared about… and I thank you for that but… It can't go on, Peter… I'm sorry." She sadly told him.

Spidey leaned his head down, looking at the deck between them…

**I haven't felt this rejected since…well… I guess I've never felt this rejected…**

"Hey… chin up." Tiger lifted his head up. "It'll be okay."

Spidey couldn't find any words to say to her, so she took that as her cue to leave. "I'll… I'll see you around then, Pete." She tried to smile it off, but he stared at her as she walked away back into the helicarrier… She tried to hide the tears that slid down her face.

* * *

Phantom witnessed what had just happened between Spider-Man and White Tiger through his mental connection with Spider-Man… He tried to figure out what that mean for the web-slinger.

_**Heartbroken… Such a young man with much ambition and optimism even after he's lost so much in his life… Hmph… Perhaps I could use that against him…**_

He opened his eyes to face the dark hold of the transport as it continued flying after the fight with Iron-Man, the morning was bright and they had to land quickly before S.H.I.E.L.D. could catch them in the sky. The transport descended on an old industrial plant outside of the city, it looked like remnants of an Oscorp facility that had been abandoned by the company.

The transport slowly landed on a landing pad that was on the ground, a number of Taskmaster's soldiers stood waiting for them there. Once they were set, the lift opened and the soldiers marched out along with Deadpool, Taskmaster, and finally Phantom. The cold masked faces of the soldiers stared at their leader.

"The mission was a success, men… time to head onwards to the second phase of our operation." Taskmaster led Deadpool and Phantom through the facility grounds, and into an abandoned building. They walked through a catwalk that above what looked like soldiers making weapons and armor for their own army.

"This is our base of operations, Phantom… The Bastion… Here we've set ourselves up under the nose of the New Yorkers and of S.H.I.E.L.D. to build ourselves up for the uprising that will soon follow." Taskmaster proudly stated as he walked into another larger room within a different building.

"These are mechs that we've stolen from S.H.I.E.L.D., the training mechs they use for warfare we've redesigned and re-purposed to destroy everything in their paths." Taskmaster displayed the tall mechs that had Taskmaster's skull-like symbol engraved on their chest-plates. "They will clear the path for our army as we march through Manhattan."

_**This is… amazing. How Taskmaster was able to get all this resources for his army is beyond me.**_

They continued to walk through the facility, walking past more rooms with mechs, until Taskmaster led them down a flight of stairs into a more secure looking building where his soldiers were posted every few hundred feet of the hallways.

"Wow! This is soooo cool! How were you able to get all this stuff?!" Deadpool wondered.

"Oscorp abandoned these facilities some time ago when the company began to see a decline in revenue about a decade ago… Once Osborn was able to accrue a better company standing, he built another facility closer to Manhattan. This one was left to rot until I bought it from the state under the disguise that we're a building company." Taskmaster explained to him as he walked.

"So cool!" Deadpool was amazed.

They walked into what looked like a massive control room. Monitors were on the walls which displayed what looked like geographical mappings of New York and other vital areas, along with a blueprint sketch of the helicarrier and other strange displays.

"This is my center of operations, the control room." Taskmaster stood in the middle with his hands behind his back, watching over his men. "This is where we conduct every mission to a T, where we conduct over watch of everything within the area."

_**I'm still not convinced… There's more to it.**_

"Who's helping you out, Taskmaster?" Phantom spoke out. Taskmaster turned with a glare.

"What do you mean, nobody is helping me."

"I know someone is… You were never the type to conduct your own operations without following somebody… You were the typical gun-for-hire and now you're telling me you run all of this? I'm not buying it." Phantom skeptically told him.

"This isn't here to convince you of anything… Phantom… I assure you I'm the one in charge of my men, of everything here…" Taskmaster confidently stated.

_**I'm still not buying it… but I'll leave it be, for now.**_

"Very well… so what's the next step in this whole operation?" Phantom crossed his arms. Taskmaster nodded as he turned around and pressed on a button on this terminal that rose out from the floor. A holographic display of Director Fury was shown.

"My plan has various phases that will take time to accomplish." Taskmaster began. "The first will be to remove Director Nick Fury from his position at S.H.I.E.L.D."

"How do you plan to accomplish that?" Phantom wondered.

"We've already begun the process by our little attack on the helicarrier. I was counting on Fury to disable the lockdown by his order, which he did, and so now all the senior eyes are on Fury. An investigation is ongoing as of right now as to whether or not Fury was the one behind the attack." Taskmaster paced around with his hands behind his back as if he were some sort of parading general.

_**The plan is ingenious… but it has to be well planned for it to work.**_

"The brass will never remove him from his position… They never did even after he disobeyed orders when he worked with the Avengers… what reason will they have now?" Phantom asked.

"S.H.I.E.L.D. doesn't care if civilian lives are lost, Phantom, you of all people should know that. But if one of their own purposely conspires to destroy something of theirs, then they lose their minds… With this investigation in effect, I plan to plant as much dirt on Fury's desk as possible… so that way… S.H.I.E.L.D. has a reason to kick him out… Then the fun begins…" Taskmaster turned off the display.

"What's going to happen with the helicarrier then?!" Deadpool inquired.

"Simple… I plan to overtake it and... have _you_ in charge of it." Taskmaster answered him.

"Me?!" Deadpool asked in amazement. Taskmaster nodded.

"Yaaaaaaaaaaaaayyyy!" Deadpool danced in happiness, causing the other soldiers in the room to stare.

_**You've got to be kidding me…**_

* * *

Well I hope you guys like this chapter! :) more in depth as to what's going to happen next. As always, feedback is appreciated along with any tips on how to improve upon the story! :) I don't mind constructive criticism so please comment as you wish! I'll probably write another one same time next week. Thanks to all you readers!


	17. Chapter 17 - Mixed Signals

**Chapter 17: Mixed Signals**

Phantom approached the holographic display of Fury. He tensed up, angered that he wasn't able to kill him on the opportunity that he could've onboard the helicarrier… but eager to know that he has a chance for redemption. He leaned on the terminal, and immersed himself in thought.

_**I almost had him… So close to finishing all of this… But he was too fast, agile… He knew I was coming… but I'll be ready the next time I face him… I know I will.**_

"What's your plan exactly, Taskmaster?" Phantom coldly asked. Taskmaster continued pacing around.

"It's divided into three stages… The first stage involves the removal of Nick Fury as Director of S.H.I.E.L.D., he has enough opposition from the other senior leaders at the organization to overthrow him from control. Like I said, this will take time; we'll need to plant dirt on the investigation." Taskmaster stated.

"What do we need to do that?!" Deadpool curiously asked.

"That is where you two come in. Phantom," Taskmaster placed a hand on Phantom's shoulder. "I want you to lead an espionage team throughout the course of this operation. As far as I remember, that was your specialty as an agent, yes? Your powers now will no doubt aid you in what I have planned." Taskmaster offered. Phantom remained silent.

_**I don't really have a choice… but if it means ending Fury… Maybe…**_

"The reports that the agents are conducted are being written down rather than input into a device. In the past, delicate investigation reports were tampered with electronically by those who didn't want to be discovered. We'll need to intercept these written reports and send back forged copies that will alarm S.H.I.E.L.D. HQ." Taskmaster explained.

"What about those who wrote the reports? Won't they notice the change?" Phantom skeptically asked.

"Their job is to report. I have eyes in S.H.I.E.L.D.'s investigation department, once the investigators have given their reports, they move on to the next crime scene. It prevents biased reports if they're investigating something would be of interest to them. That means they won't be notified of the changes." Taskmaster answered in full depth.

_**Interesting… That's something we can definitely use.**_

"I'll discuss the rest of the stages once we progress on, but first, we need to concentrate on this. We need to remove Nick Fury, once we do that… I'll make sure the right moles are placed in the positions I want them to, and when the time is right… they'll do their part." Taskmaster led on.

"This sounds so much fun! _The Terrible Three_! We're going to cause so much chaos and destruction! When do we start?!" Deadpool happily asked.

Taskmaster stared at the hologram; it displayed a layout of the helicarrier.

"Soon." He answered.

"What do we do if we run into Spider-Man, and his team?" Phantom brought up. Taskmaster chuckled.

"I've answered this before… We'll eliminate them." Taskmaster answered. "…along with the rest of S.H.I.E.L.D. of course, so it would be wise if they stayed out of our way… But I'm tired of having to fight the spider and his little team of masked 'heroes', removing them from the picture will make things flow easier."

_**Hmm…**_

"Then let me make something clear, to both of you. The moment this operation involves the killing of innocent civilians… consider me out… I'm here for Fury, and if necessary, all of S.H.I.E.L.D… I'm not going to allow innocent blood to be on my conscience, do I make myself clear?" Phantom stated to both Taskmaster and Deadpool. The two looked at each other with a familiar look.

"Noted, Phantom. I assure you the operation won't involve that. When we march through Manhattan…. It is to merely distract, to make a presence in the city. However, I can't guarantee the police's safety if they are to interfere." Taskmaster answered modestly.

_**We'll see how long he truly holds that promise not to hurt anyone…**_

* * *

The few days that followed the attack on the helicarrier went pretty silent for Spidey and his team. Along with the regular nuisances like Trapster and Juggernaut, the days weren't at all eventful, and even Coulson didn't show his face that often around the school like he usually did. He was always in his office. Even Director Fury had kept himself busy.

Peter felt devastated the night after Ava pretty much told him that they couldn't see each other anymore, and that they should keep their relationship at just teammates at best. The morning when they returned to school felt awkward between the two, they tried to avoid eye contact and general interaction with each other, but even that was hard to do.

Lunch time was the most awkward time out of the day, since that was the point in time both Ava and Peter were nearest to each other when they the whole team sat down.

"Man," Sam sipped a cup of his juice. "I wonder what's going to happen once Fury finds out where Taskmaster and Phantom are hiding. I'm not too worried about Deadpool; he's just… well he's never really all there in the head."

"Do not underestimate our foes; all three of them are at large." Danny tried to advise him.

"Hmm… Maybe S.H.I.E.L.D. will send all their forces to take out Taskmaster, that is, if he really has an army somewhere." Luke suggested. "Coulson seemed to think there was more to it than just Taskmaster."

Peter sat quietly, staring at his food. He felt sick after he got home from the helicarrier after the attack, he didn't really want to speak to anyone. He sat in front of Ava, who chewed away at her food silently, while trying to be involved in the conversation, while at the same time, ignoring Peter.

**I don't know how to even feel right now… I'm not… I'm not really like heartbroken but… really just disappointed. I really had hoped that we could try again at dinner and… well… I don't know how to address it now…**

"What's bothering you, Pete? You look beat." Luke asked attentively, pointing out the bags under his eyes.

"Huh? Oh, no, just a long… long night." Peter glanced over at Ava, who was looking at him but quickly looked away when he did.

"Oh, well maybe you're up for some training on the helicarrier today after school?" Luke eagerly offered. "I was thinking about

"Well…" Peter was stumbled.

**We really should go for some training but… I don't know how that would work… With Ava I mean… Gosh… Now I see why it's weird for people to date co-workers… after the break-up it kind of puts a block when trying to interact or work with each other. **

"Uh… Sure, I'm in." Peter forced a smile.

"Good! I got this super cool move that I've wanted to try on the mechs where I splash my energy beam in several directions." Sam excitedly told them.

"Sounds good… Hey, so Ava, Peter," Luke turned to them. "How was that training exercise you two took the other day?"

In that moment, Ava dropped her fork on her tray, picked it up and promptly walked away. The entire team watched as she walked away out of the cafeteria. They looked at each other, then at Peter.

**Well… I didn't see that coming.**

"I assume it didn't go that well then!" Luke concluded. "Is everything all right, Pete?"

"Yeah! She looked like she really didn't want to be reminded of it… Hey, and you know what else? You two haven't spoken to each other since we got back from the helicarrier…" Sam blurted out.

**Not the time, Sam… **

"I don't want to talk about it…" Peter flatly told them.

"We understand." Danny assured him. "Perhaps she needed to rush to class… without saying farewell to us."

**Ha… Perhaps.**

"Peter, you know if you need help or advice on anything, we're here to help." Luke told him heartedly. Peter knew this, but this was something he had to resolve on his own.

"Thanks Luke, but it's really nothing." Peter tried telling them. Sam looked unconvinced.

"Right. Sure… Anyway, we should…" The bell cut Sam off.

**Saved by the bell… Off to Chemistry… **

The table split up after that, heading off to their classes. Peter still didn't feel good about things between him and Ava, especially since she was in his next class.

**I wonder how this is going to play out… Hopefully she'll just ignore me the entire time and we won't have to speak on the subject.**

Peter got to the dimly-lit chemistry room, rows of black top tables lined up with a few students already in their assigned seats. Ava was in there too, but she sat up front. She glanced over as she saw him and quickly looked down at the table to avoid making eye contact with him.

**This is like the fifth time she's done that, what the hell?**

He walked along and sat a few rows behind Ava. He took out his books and waited while the rest of the students arrived to class. He saw that she kept glancing back, using her peripherals to see if he was looking at her or not. She looked like she didn't want to say much.

Then, Harry walked into the room, and sat next to Peter.

"Hey Pete!" He greeted him as he set his chemistry textbook down on the desk, letting his bookbag lean on one of the legs of the table. More students began walking into class, filling up the rows around them.

"Hey Harry, what's going on?"

"Nothing much, you look beat though. Were you up all night or something?" Harry asked Peter curiously.

"No… Just… Just some rough nights is all." Peter tried to shake it off, but even Harry remained unconvinced.

"Looks more than that… but I won't budge. I just hope everything's good."

"Thanks, Harry. So how are things back home?" Peter asked Harry as he flipped open his textbook to the page the teacher had written for the students to get to on the chalkboard.

"They're doing okay I guess." Harry stated just as the bell for all students to be in class rang.

"All right, class! It's a new day, and with our end to the chapter covering moles and how they measure the amount of chemical substances, we begin the _mole project_." The eccentric chemistry teacher, Mr. Denny, exclaimed.

"Oh boy, everybody's been looking forward to this." Harry whispered to Peter, who wasn't even paying that much attention. He kept looking at Ava.

"Now the project will be creative! You all know my fascination with moles…" The teacher expressed, Peter glanced around the room at the dozens of past mole projects with a literal mole animal being the main symbol or creation of the project. "…So have some imagination! The project will involve you and your partner to create something that has the mole animal represented in it. To compliment it, I'll need a typed summary of the mole unit and how it's used in chemistry and in real life."

"Hope we get teamed up." Harry nudged Peter.

"I've assigned you all partners based on my grading scale. Those who aren't doing so well will be teamed up with those doing better so that perhaps you can learn something from the smarter one." Dr. Denny explained.

**How in the world is that going to help? **

Dr. Denny brought out a clipboard with the assigned students on it and began reading through it.

"Ava Ayala, you will be assigned to Peter Parker." Dr. Denny read off.

**W-What?!**

Ava slowly looked back at Peter with a surprised look, then back to the front.

**Crap, crap, crap… This is not good.**

"Harry Osborn, you will be assigned to Gregory Johnson." Dr. Denny read off after reading more names.

"Ah, darn… well at least he's the science whiz." Harry glanced over to Peter whose eyes were widened.

"Good luck, Pete." Harry told him as he moved from his seat to sit next to Gregory. The entire class got up to move to their respective seats next to their partners.

Ava looked back at him. "I'm not moving."

**Well thanks… I hate being in front.**

Peter grabbed his books and belongings and carried them up to sit next to Ava, who kind of gave him the cold shoulder.

"Now that everyone is at their seats, I'll pass out the grading rubric in which I'll refer to when assessing your project when they are turned in. The project is due in a week! That is more than enough time for you all to make or purchase something for this project!" Mr. Denny stated as he grabbed a stack of papers and passed them down the row.

Once everyone got a paper, he gave the students some time to brainstorm ideas for the project. So Ava got out a pencil and paper and started writing down ideas… but not speaking to Peter one moment throughout it.

**Okay? Ava is usually more mature than this but… I wouldn't blame her either for trying to ignore me, I'm doing the same thing. It's just so awkward for us.**

"Uhm… Can I help?" Peter asked her politely. She glanced at him then back onto the paper.

"I got it, web-head… You can go do whatever you want. I'll make sure we both get the A…" Ava calmly told him with a tone of aggression.

"It's _our _project, Ava… I'd like to help." Peter offered. Ava sighed, then looked at him.

"Fine…"

"Look, if this is about… what happened with us earlier, I was hoping we could move past it if that's what you truly feel about the whole situation." Peter confronted her.

"It's not that…" Ava argued.

"Yeah right! You've been ignoring me, scolding me when you get the chance, and intentionally trying to not make as much contact with me as possible… I don't understand what I did that was _that_ bad for you to hate me afterwards." Peter told her loudly.

"You didn't do anything it's just…" Ava tried to keep it down, but at this point, some of the students surrounding them were starting to listen in.

"Well then obviously something is up for you to be ignoring me! I enjoyed dinner for the brief little amount of time we actually had!" Peter crossed his arms.

"Peter, it's just…" Ava tried to explain herself.

"Nope! Don't want to hear it! I've been down all week because of… what you said to me earlier… so I'll gather myself up. Don't worry!" Peter grabbed her paper and looked at her ideas, completely shutting down the topic.

**Talk about playing hard to get.**

"We'll talk about this on the helicarrier…" Ava whispered to him. "Not here…"

"Roger." Peter acknowledged as he began writing his own ideas onto the paper.

**Hmm… Spider-Mole? Maybe?**

* * *

"We've completed our investigation and assessment of the scene. This mobile operating base may resume operations within this sector. You will be notified of the date of the hearing within the next week." The S.H.I.E.L.D. operative in charge of the investigation to the attack told Director Fury on the bridge.

"Very well, thank you." Fury acknowledged as they left the bridge to return to the flight deck and leave. Fury took a deep sigh as he sat down on his chair.

"Everything okay, boss?" Coulson walked up next to him.

"Just…fine and dandy." Fury answered him.

"What did the investigation bring up?"

"They won't tell me the results until the hearing." Fury answered him. Coulson nodded.

"I see…"

"You know Coulson… Before I faced off with Cruz on the deck… he accused me of telling his wife that he was dead… Why did he tell me that?" Fury asked Coulson in confusion. "I never told his wife that… I just kept her updated on his status until we really did abandon his project."

"I don't know, sir. Maybe somebody told him that you told her." Coulson suggested.

"I'm not sure… but with Taskmaster and Phantom now allied… I can't even begin to wonder what the hell is going to happen next…" Fury stood up and leaned over the terminal overlooking the bridge.

"I've begun a search around the out-lying areas of the city to see if we can find anything to trace their location." Coulson stated.

"That won't be enough… Taskmaster is a master at hiding, and an even harder task to locate Cruz." The director sighed.

"What input did Stark put in into the report."

"He added as much as he could for the little amount of information that he had. He offered his help to locate Phantom and Taskmaster, but I told him I'd let him know if we needed it. Right now he's trying to create a suit that will be able to successfully defend against Phantom the next time they meet…" Fury elaborated.

"What about Deadpool?"

"An unpredictable variable." Fury answered him. "I'm going to pay a visit to Cruz's former wife in the city. I'm going to see for myself what she knows about him. I have a hunch that Cruz visited her at some point in time, only to find out she re-married and had a kid."

"That's a possibility." Coulson agreed. "Do you have anything for Spider-Man and his team?"

Fury looked at his terminal, looking at a list of things on his small monitor. "I have one assignment that I've been meaning to ask them to check."

"What is it?" Coulson asked.

"They need to finish certain simulations in the training room for their monthly evaluations. I can't let them go on any more missions if they don't complete them." Fury told Coulson.

"Director, I think they've gotten more than enough training sessions under their belt." Coulson assured Fury.

"I don't think they have. These are simulations that I've come up with for them, So please see to it that they return this afternoon to do them." Fury ordered him. Coulson acknowledged it and the director dismissed him shortly after.

Fury stared out into the bright sky where the glass pane used to be in the bridge. "I guess we'll all need to be prepared for what's going to happen next." He said to himself.

* * *

Taskmaster brought a small team of armed soldiers of his to the armory sector in The Bastion. Phantom leaned up against the wall nearest to a wall of weapons with his arms crossed, watching as Taskmaster approached him with this six-man team.

They were armed to the teeth. They had special black armor, assault rifles, and it looked like they were trained by Taskmaster himself.

_**What is this…**_

"Phantom, this will be the espionage team you will be leading." Taskmaster introduced them to him. Phantom took a long good look at them all.

"No good. They're going to slow me down." Phantom simply answered. Taskmaster gave him a puzzled look.

"What? But you agreed to lead a team." Taskmaster brought up.

"I agreed to do your tactical missions… not lead a team of rent-a-cops who want to play spec ops." Phantom snapped back.

"I assure you they're well trained men."

_**That remains to be seen…**_

Phantom paced around the six man team, they stared at him as they walked around him. They looked at him as if he were some sort of mad man on the loose; they kept their weapons armed and ready.

"Porky over here looks like their demolitions guy." Phantom pointed out at the chubbier soldier with grenades and explosives on his person. "No need for him in my missions."

"This guy looks like he's going to go on a massacre of the city." Phantom pointed out at another soldier who had way too many ammo cartridges on him. "He's definitely not stealthy."

"And this beanstalk of a soldier is way too tall to be of use." Phantom pointed out the seven foot soldier. "And the rest look like crap, I refuse to work with them, they're better off elsewhere."

"Then what the hell do you intend on doing? Going solo on these missions?" Taskmaster asked him angrily.

"That is precisely what I intended to do. I work better alone." Phantom assured him.

_**Even in S.H.I.E.L.D. I worked better alone.**_

"Fine…" Taskmaster turned to his team of men and dismissed them out of the armory. After they left, he turned to Phantom.

"So let's be straight here, just for a moment… Where exactly did you pull all the funding to establish this place inside an abandoned Oscorp facility?" Phantom sounded sincere in his inquiry.

"This again? I told you that this is years of work all put together, my men and I are the ones in charge of it." Taskmaster answered him defensively.

"You're a damn mercenary, a gun-for-hire; you couldn't put this together if you tried." Phantom insulted him.

"The existence of this place proves otherwise, my old friend." Taskmaster grinned behind his mask.

"You know if I really wanted to, I'd go over there and grab your throat again and read your mind…" Phantom threatened him. "Luckily, you're no more a threat to me than a lamb is to a lion."

"You wouldn't dare."

"I would…"

"I see…" Taskmaster sighed as he pulled out a manila folder from his pocket. "This is what I need you to do first."

He opened it up and laid it on a gun assembly table nearby, Phantom walked closer to take a look at it.

"The investigators from S.H.I.E.L.D. HQ left the helicarrier with hard copies of their reports in hand recently today, my men say that they are headed to exchange the copies with a S.H.I.E.L.D. representative in Jersey, we can't let them be handed over. As the rep will have a team of armored agents with him and they will know we would have tried to mess things up. Intercept the reports, and give them these forged ones." Taskmaster had a stack of papers in hand.

_**Hmm… This idea might work.**_

"You wanted a team of soldiers to accompany me just to do this?" Phantom curiously asked. "That would have been a waste of resources…"

* * *

"Ha ha! Now you'll never get out of this 'sticky' situation!" Trapster laughed as he pasted the citizens at a bank to the floor so that they won't be able to escape. The hulking man turned his attention to the bank tellers and threw them a bag.

"Fill it up now before you get stuck to the walls!" He yelled at them, they nervously started to fill the bag up with cash.

"And don't you dare fill it up with those fake bills with the ink in them!" He threatened them.

**That's my cue.**

"Yep, cause I heard the ink is sticky too." Spider-Man slid down his web line upside down to see what was going on.

"Spider-Man!" Trapster shot a string of paste at Spider-Man but the wall-crawler quickly dodged it and landed on his feet.

"Whoa! You're slower than last time, Trapster!" Spider-Man tried to web shoot Trapster but he deflected it by shooting paste at the web.

"Bah! It's you who is slow, spider!" Trapster rapidly shot a string of paste at Spider-Man but he jumped to behind the bank desks to take cover. After he stopped shooting, Trapster tried to approach the desks with his paste gun charged up.

**Heh, just he wait until I get him with my new web bomb technique… Yes… It's called a web bomb, not a web ball, or a web attack, just 'web bomb'… you can thank Nova for calling it those lame names that I mentioned.**

"I got you now spider—.." Trapster couldn't finish his sentence, out of nowhere, White Tiger jumped in and kicked him out of place.

"You got nothing, Trapster!" She told him.

"I gotcha!" Spidey jumped out of cover and blasted his web bomb from his shooters… at White Tiger.

**Oops…**

The massive web bomb covered White Tiger and sent her flying to the wall, keeping her stuck onto the wall.

"Web-head!" Tiger angrily called out, squirming to break free from the web.

"Sorry Tiger, I didn't see you there!" Spidey called out to her.

"You did that on purpose!" She called back.

"Uhhh…."

**Well… cross that off the many things I wanted to do in life, 'Get Tiger stuck to a wall with my web bomb' Yep, next is putting super glue in Nova's helmet.**

"Bet you won't see this!" Trapster yelled at him, Spider turned to see paste being shot towards him from Trapster's gun, but he quickly dodged it by jumping to the ceiling and web-shooting the barrel of the gun, blocking the paste.

"What the?" Trapster stopped to try to get the web out of the barrel.

"Time to put you in your place, Trapster!" Spider-man swung from the ceiling and rushed in to kick Trapster directly in the face as he swung. The bulky criminal flew backwards hard onto the wall, breaking the paste canisters on his back and getting himself stuck in his own paste.

**Whew, can't believe that actually worked!**

"Trapster… Stuck…" Trapster moaned.

"For good this time, I hope." Spider-Man turned to where White Tiger was. She was still squirming to break free of the webbing.

"Get me out of here, spidey." She sternly told him.

"I got it, I got it… What were you doing here anyway? I thought you had other things to do." Spider-Man asked as he started ripping away at the webbing with his hands.

"I did! I was… in the neighborhood!" White Tiger answered him suspiciously.

**Yeah right! I always say that to people when they ask what I'm doing there! **

"Were you following me?" He asked her curiously.

"No! What makes you think that?!" She defensively asked.

"I don't know, it's awfully peculiar that you'd be in the same part of the city where Trapster was robbing this bank. I'm working this district, Tiger." Spider-Man told her. He finally ripped off the supporting webbing and broke her free, she fell forward on top of Spidey, who fell backwards onto the floor.

They laid there for a second, both realizing that she was right on top of him. He looked at her eyes through her mask.

**Well…. This is… awkward.**

She quickly got up off of him and stood back up.

"Well, yes… Thanks for getting me out of that predicament…" White Tiger thanked him as she brushed herself off.

"You're welcome but you still haven't told me why you were here." Spider-Man asked her, crossing his arms.

"Uhhh… I had a hunch Trapster would be here!" Tiger tried telling him.

**I'm not buying that.**

Spidey shook his head. "Alright, fine, if you don't want to tell me, I'll be on my way." Spider-Man marched out of the bank as the police arrived to apprehend Trapster.

"Spidey, wait!" Tiger ran after him. He turned to her.

"Tiger, it's fine… You left things pretty clear to me where we stand… I'm not going to ask why you were following me, I just thought that you, as my friend, would tell me why!" Spider-Man shook his head.

"I just… I wanted to talk." Tiger told him calmly.

**Ohhhhh now she wants to talk… **

"We'll talk on the helicarrier… not here." Spider-Man told her.

"All right…"

* * *

Hope you guys like this chapter!:) As always, please give feedback and let me know how you think things are going for what Taskmaster has in mind for the downfall of S.H.I.E.L.D. Also, a personal note, I'm getting sent overseas in June, so during the beginning of June and throughout the month I won't be posting anything new until I get myself settled to where I'll be. But rest assured, I'll still be updating this story as much as I can :) Thanks!


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